Fermi (FRMI) Proxy filing summary

Executive summary

• Project Matador progress cited: binding lease with first customer, an alliance expected to double power to market over the next two years, first natural gas turbines delivered, and contractors engaged to advance the site.

• Received an air permit for 6 GW and filed an application for an additional 5 GW; selected for a federal pilot program to accelerate nuclear reviews.

• Forward priorities: build the plant and deliver power on schedule, work safely, invest with discipline, and serve customers.

• Annual meeting scheduled virtually for October 30, 2026; record date August 31, 2026.

Voting matters and shareholder proposals

• Proposal 1 asks shareholders to elect Jeffrey S. Stein and Rick Perry as Class I directors for terms ending at the 2029 annual meeting; the Board recommends FOR each.

• Proposal 2 asks shareholders to ratify Ernst & Young LLP as independent auditor for FY2026; the Board recommends FOR.

• Director elections require a majority of outstanding shares entitled to vote; auditor ratification requires a majority of shares present and voting for or against.

• The virtual meeting allows voting online; shareholders may also vote by phone or mail, and submitted proxies may be revoked before voting closes.

Board of directors and corporate governance

• Six-member Board with four independent directors; Marius Haas became independent Chairman effective April 20, 2026.

• Classified Board declassification begins at the 2029 annual meeting and is scheduled to be complete in 2031, when all directors will stand for election annually.

• The Board removed Toby Neugebauer as CEO on April 17, 2026, and an independent committee terminated him for cause on April 30, citing conduct it determined violated his employment agreement and Company policies.

• Lee McIntire was appointed CEO on August 11, 2026; Robert Masson became CFO effective July 22, and the interim CEO office concluded.

• Board policies limit most directors to four public-company boards, require independent-director executive sessions, and provide for shareholder proxy access.