Founder group seeks special meeting at Fermi Inc. (FRMI) via Schedule 14A
Rhea-AI Filing Summary
FERMI INC. participants led by Toby R. Neugebauer filed a definitive proxy statement on Schedule 14A seeking agent designations to call a special meeting of shareholders.
The filing states the Participants uploaded materials to www.UnlockFermiValue.com on June 11, 2026 and June 12, 2026 and urges shareholders to read the proxy materials on http://www.sec.gov. Mr. Neugebauer beneficially owns 146,516,035 shares, composed of 44,656,376 shares held by Vicksburg Investments Management LLC, 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust, and 7,500,000 shares underlying RSUs that vested on his termination without cause.
Positive
- None.
Negative
- None.
Insights
Activist-led solicitation seeks shareholder meeting via agent designations.
The Participants have filed a definitive Schedule 14A and supporting materials to solicit agent designations for a special meeting; the filing is procedural but signals organized shareholder action. The disclosure includes exact ownership stakes and web links for proxy materials.
Key dependencies include the Participants' ability to collect agent designations and any required solicitation thresholds; subsequent filings will show voting mechanics and meeting timing.
Founder-affiliated group controls a large, disclosed stake and is coordinating a campaign.
Mr. Neugebauer and affiliated entities report a combined beneficial ownership of 146,516,035 shares, which the filing quantifies by entity. The filing publicly frames a campaign to convene a special meeting and provides an online hub for materials.
Impact depends on how many shareholders appoint agents; future proxy filings should show agent designation totals and any contested proposals.
Key Figures
Key Terms
definitive proxy statement regulatory
agent designations card regulatory
beneficially owns financial
restricted stock units financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Pursuant to §240.14a-12a |
FERMI INC.
(Name of Registrant as Specified in Its Charter)
VICKSBURG INVESTMENTS MANAGEMENT LLC
TOBY R. NEUGEBAUER
MELISSA A. NEUGEBAUER 2020 TRUST
DAVID A. DAGLIO
CHARLES M. ELSON
SHEILA HOODA
JOHN T. JIMENEZ
JUAN A. PUJADAS
JANET YANG
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ | Fee paid previously with preliminary materials. |
On June 11, 2026 and June 12, 2026, Toby R. Neugebauer uploaded the following materials to www.UnlockFermiValue.com:
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Important Information
Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas (collectively, the “Participants”) have filed a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations card, and other relevant documents with the SEC in connection with the solicitation of agent designations for calling a special meeting of shareholders to be held as promptly as practicable (the “Special Meeting”).
THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE GREEN AGENT DESIGNATIONS CARD, THAT HAVE BEEN OR WILL BE FILED BY THE PARTICIPANTS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE OR WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
Mr. Neugebauer beneficially owns 146,516,035 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), composed of (i) Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, (ii) 94,359,659 shares of Common Stock beneficially owned by Melissa A. Neugebauer 2020 Trust, and (iii) 7,500,000 shares of Common Stock underlying restricted stock units held by Mr. Neugebauer that vested in connection with his termination without cause. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.
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