Fermi (FRMI) Proxy filing summary

Executive summary

• Solicitation seeks shareholder support to call a Special Meeting to vote on expanding the Board, electing seven new directors, and removing three current directors for cause.

• The Special Meeting would be the first shareholder vote in the company's history, prompted by concerns over Board entrenchment and lack of transparency.

• Proposals include repealing recent bylaw amendments that restrict shareholder rights, expanding the Board, and enabling shareholder nominations at special meetings.

• The Fermi Founder Parties advocate for a rigorous, independent strategic review to evaluate a potential sale or partnership versus the current standalone plan.

• The solicitation is not a proxy vote but seeks agent designations to call the Special Meeting; proxies for voting will be solicited separately if the meeting is called.

Voting matters and shareholder proposals

• Proposals include repealing unilateral bylaw amendments, amending bylaws to allow shareholders to set Board size, and clarifying nomination rights at special meetings.

• Proposals to increase the Board by seven seats, elect seven new directors, remove three current directors for cause, and elect replacements if needed.

• Shareholders are urged to submit agent designations to reach the 50% threshold required to call the Special Meeting.

• No cumulative voting; appraisal rights are not available for this solicitation.

Board of directors and corporate governance

• The current Board is accused of entrenchment, legal obstruction, and amending bylaws to prevent shareholder action.

• The proposed new Board would include a majority of independent nominees with expertise in finance, governance, energy, and risk management.

• The Board has delayed the first annual meeting and implemented a supermajority threshold for key bylaw changes.

• Nominees' biographies highlight significant public company and governance experience.