#USA #Dallas #Project Matador #Fermi Inc #Toby Neugebauer

Fermi Inc. Responds to Former CEO's Solicitation with Revocation Statement

On May 18, 2026, Fermi Inc. (NASDAQ: FRMI) announced a significant move concerning its governance structure. The company released a preliminary Consent Revocation Statement to counter a solicitation from former CEO Toby Neugebauer. Neugebauer's proposal aimed to gather shareholder consent for a Special Meeting scheduled around June 30, 2026, but Fermi's Board firmly believes that the proposals are not aligned with the best interests of its shareholders.

Background on the Revocation Statement

The impetus behind Fermi's Revocation Statement stems from the problematic tenure of Toby Neugebauer. His leadership was marked by a staggering decline in stock value—over 80% since the company went public—largely due to a failure to secure necessary agreements with tenants. Following his removal from the CEO position on April 17, 2026, he was subsequently terminated for cause by an Independent Committee of the Board.

Fermi's management team is now focused on executing a strategic plan designed to maximize shareholder value. Central to this is the promotion of Fermi 2.0 and the ongoing Project Matador, both of which aim to position the company for growth. Fermi has also secured nearly $1.0 billion in financing commitments and developed significant infrastructure investments, amounting to over $1.4 billion. This commitment highlights the board’s determination to forge ahead despite past challenges.

Strategic Commitments

Fermi's leadership asserts its strategy is driving momentum and has garnered increasing interest from investors. The progress demonstrated during a recent earnings call suggested a renewed confidence in Fermi's direction under current management. An active search for a qualified CEO, in collaboration with a leading executive search firm, aims to further strengthen the company’s leadership as it prepares for this next phase of development.

The Board of Directors emphasized that the Special Meeting solicitation proposed by Neugebauer is counterproductive. It does not reflect the broader shareholder base's interests, as it is perceived to primarily benefit Neugebauer and his affiliates who faced considerable losses and whose acquisition costs for Fermi shares were substantially lower than current market rates.

Fermi leadership contends that initiating a rushed sale at depressed levels would not only be detrimental but could significantly disrupt operations and push away crucial partnerships. Notably, several commercial stakeholders have expressed that stable governance is essential for ongoing collaboration, and partners' confidence has evidently fluctuated due to Neugebauer's previous actions.

Key Concerns Regarding Neugebauer

Several concerns underline Fermi's decision to rebut Neugebauer's proposal:
1. Leadership Concerns: Neugebauer's dismissal for cause raises red flags about his ability to navigate the company towards recovery and sustainable growth.
2. Business Relationships: His conduct has previously jeopardized relationships with key commercial partners, and any reversion to his leadership could threaten potential investor engagements.
3. Long-term Vision: The Board believes that his proposals lean towards short-sighted, hasty decisions that would hurt the firm's long-term value.

Fermi continues to maintain that Neugebauer's misguided governance style led to substantial operational disruptions, stressing that any re-entry into decision-making roles could jeopardize the hard-earned trust from business partners and stakeholders.

The Path Forward

As Fermi America looks ahead, the Board remains committed to a strategy that prioritizes stable governance and the cultivation of meaningful relationships with investors and partners. The Independent Committee's exploration into Neugebauer's actions will also serve as a reflection of the necessity for fundamental shifts in leadership dynamics.

As part of ongoing compliance and transparency, Fermi plans to file the definitive Revocation Statement with the SEC in light of Neugebauer's solicitation. The company invites all investors and shareholders to stay informed by consulting their website for comprehensive updates regarding governance strategies and other pertinent developments.

About Fermi Inc.

Fermi America™ is dedicated to the development of innovative electric grids that support future technological advancements in AI and reliable power delivery. With a leadership team boasting impressive cumulative experience levels exceeding 25 GW, Fermi aims to establish the world’s largest, next-generation private grid.

Investors interested in the latest updates can explore the company’s filings with the SEC and additional details through Fermi's corporate website.