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 and terminated for cause due to conduct violations, including lack of transparency, policy breaches, and disruptive behavior, which the board determined harmed the company’s interests.

• The Independent Committee unanimously opposes the Neugebauer Group’s proposals, citing risks of board control by a minority shareholder and potential for a premature sale at undervalued prices.

• Fermi 2.0, the company’s new strategic plan, has received positive feedback from investors and partners, with a notable stock price increase following leadership changes and strategic announcements.

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

Voting matters and shareholder proposals

• The Neugebauer Group seeks to repeal recent bylaw amendments, expand the board by seven seats, and elect its nominees, including Neugebauer.

• Proposals include removing three current directors for cause and replacing them with Neugebauer’s nominees.

• The board’s bylaw amendments require a 70% supermajority for changes to board size, aiming to protect non-Neugebauer shareholders.

• The Independent Committee recommends shareholders reject all Neugebauer proposals and not sign any green Agent Designation cards.

Board of directors and corporate governance

• The board consists of experienced leaders from diverse industries, with recent changes following Neugebauer’s removal.

• Director nomination rights exist for certain investor groups, but are subject to ownership thresholds and expire five years post-IPO.

• The board has authority to cancel or reschedule special meetings if deemed in shareholders’ best interests.