Fermi Files Preliminary Consent Revocation Statement

FRMI

Published on 05/18/2026 at 11:36 am EDT

On May 18, 2026, Fermi Inc. announced that on May 15, 2026, it filed a preliminary Consent Revocation Statement with the Securities and Exchange Commission in response to Toby Neugebauer?s preliminary consent solicitation to hold a Special Meeting of Shareholders, and the Board stated that the Fermi leadership team is executing a well-defined plan to maximize shareholder value, advancing Fermi 2.0 and Project Matador while driving progress across construction, regulatory and financing milestones. In addition, the Company stating that it is committed to evaluating transactions that could maximize long-term value but will not support a short-sighted decision that benefits Neugebauer and his affiliates. Further, the Company stated that after consultation, an Independent Committee unanimously concluded that the Special Meeting solicitation is not in the best interests of the Company or its shareholders, citing that Fermi 2.0 is delivering tangible results with increased engagement and confidence.

Furthermore, the Company stated that Neugebauer has continued to suggest that a Special Meeting will be held on May 29, 2026, despite the Company's prior disclosure that such meeting was not validly called and has been cancelled in accordance with the Company's bylaws, and is now calling for a second Special Meeting through a consent solicitation process for the same purpose of taking control of the Board in a single election with his hand-picked nominees in a manner designed to circumvent the governance structure that he approved and which is intended to promote stable governance. Later, the Company stated that its preliminary Revocation Statement is subject to the SEC review process, and solicitation of consent forms or consent revocations is not permitted prior to completion of this process.