Fermi (FRMI) Proxy filing summary

Executive summary

• Management is soliciting revocations of agent designations to oppose a special meeting sought by the Neugebauer Group, which aims to expand the board and install its nominees, including former CEO Toby R. Neugebauer.

• Neugebauer was removed as CEO for cause due to violations of his employment agreement and company policies, including lack of transparency, unauthorized communications, and inappropriate conduct.

• The Independent Committee unanimously opposes the Neugebauer Group's proposals, citing risks of value destruction, loss of governance protections, and potential harm to ongoing business negotiations.

• Shareholders are urged to sign and return the WHITE Revocation Card to prevent the special meeting and maintain current board oversight.

Voting matters and shareholder proposals

• The Neugebauer Group seeks to repeal recent bylaw amendments, expand the board by seven seats, elect its nominees, and remove certain current directors for cause.

• Proposals include the Bylaws Restoration Proposal, Board Size Proposal, Fair Elections Proposal, Board Increase Proposal, Director Election Proposal, Director Removal Proposal, and Director Replacement Proposal.

• The Independent Committee recommends shareholders do not sign any green Agent Designation card and instead revoke any prior consents.

Board of directors and corporate governance

• The board removed Neugebauer as CEO due to poor performance and conduct issues, including an 80% stock price decline since IPO and failure to secure a tenant.

• The board has implemented a 70% supermajority requirement for changes to board size and composition to protect non-Neugebauer shareholders.

• The current board is conducting a strategic review and has established an interim Office of the CEO, with a search underway for a permanent CEO.