Fermi (FRMI) Proxy filing summary

Executive summary

• Consent Revocation Statement mailed to shareholders in response to a solicitation by former CEO Toby Neugebauer to call a Special Meeting.

• Board urges shareholders to return the WHITE Consent Revocation Card to support ongoing initiatives and protect long-term value.

• Fermi 2.0 and Project Matador are highlighted as delivering tangible results, including major construction, regulatory, and financing milestones.

• Since the former CEO's removal, commercial momentum has increased, with strengthened relationships and expanded project scope.

• Board remains open to considering a sale under the right circumstances but opposes a forced sale at current valuation.

Voting matters and shareholder proposals

• Shareholders are being asked whether to support the calling of a Special Meeting, not to vote on any specific proposals at this time.

• Board opposes the Special Meeting, citing potential distraction and risk to ongoing strategic initiatives.

• Mr. Neugebauer and affiliates control about 40% of shares and need 50.1% to succeed in their solicitation.

Board of directors and corporate governance

• Former CEO Toby Neugebauer was removed for cause following misrepresentations, policy violations, and disruptive behavior.

• An independent committee, with outside counsel, led the termination process.

• Board is conducting an active search for a permanent CEO, with a strong slate of candidates under consideration.