Fermi (FRMI) Proxy filing summary

Executive summary

• Filed a preliminary Consent Revocation Statement in response to a former CEO's attempt to call a Special Meeting and take control of the Board through a consent solicitation process.

• Board asserts strong momentum behind Fermi 2.0 and Project Matador, highlighting recent financing and infrastructure achievements.

• Board and management believe a forced sale at current valuations would harm shareholder value and primarily benefit the former CEO and his affiliates.

• Board is actively searching for a new CEO and has secured nearly $1 billion in financing, with over $1.4 billion in infrastructure positioned for near-term execution.

Voting matters and shareholder proposals

• Former CEO Toby Neugebauer is soliciting consents to hold a Special Meeting to replace the Board and force a sale of the company.

• Board recommends shareholders reject Neugebauer's proposals, citing his removal for cause and misalignment with shareholder interests.

• Board amended bylaws to require 70% approval for changes to Board size or structure, protecting against concentrated influence.

Board of directors and corporate governance

• Board unanimously opposed Neugebauer's solicitation, emphasizing the need for stable governance and leadership.

• Bylaw amendments empower unaffiliated shareholders and ensure integrity of Board structure.

• Risk and Disclosure Committee confirmed cancellation of the previously attempted Special Meeting.