Fermi Inc. Board Updates Bylaws to Enhance Shareholder Protection and Governance

In a significant move to strengthen corporate governance and ensure the protection of its shareholders, Fermi Inc. (NASDAQ: FRMI) announced on May 14, 2026, that its Board of Directors has approved an amendment to the company's bylaws. This change aims to safeguard the interests of shareholders who are not affiliated with the company's former Chief Executive Officer, thus enhancing overall governance structure and integrity.

Understanding the Bylaw Amendments

The newly amended bylaws stipulate that any proposals concerning changes to the Board's size or its classified structure must receive a minimum of 70% approval from the company's outstanding shares that are entitled to vote. This measure is aimed at curbing the excessive influence previously held by the former CEO, who has claimed control over approximately 40% of Fermi's shares. Such a substantial vote threshold ensures that any amendments will require substantial support from shareholders unaffiliated with the former CEO, fostering a more democratic corporate governance process.

Also noteworthy is the persistence of the requirement that at least 50% of the company's outstanding shares must be present to call a special meeting, a figure that has not been altered with the new amendments. This stability allows for a familiar framework for shareholder engagement while still promoting enhanced protection through the new voting requirements.

In light of these developments, Fermi's Board received positive reinforcements from major stakeholders. Caddis Capital, LLC, holding approximately 9.3% of the company's common shares, has publicly affirmed its unwavering support for the current management team and its strategic initiatives, particularly in light of the ongoing Project Matador.

Strategic Direction and Future Outlook

Fermi Inc. remains committed to leveraging its resources effectively to enhance shareholder value, as echoed in the statement provided by the management team. They assert their dedication to evaluating strategic opportunities that aim to maximize shareholder returns while executing pivotal projects like Fermi 2.0, which seeks to harness the momentum created by Project Matador.

Project Matador represents an ambitious endeavor as Fermi embarks on creating a next-generation private electric grid capable of delivering gigawatt-scale redundant power specifically designed to facilitate advanced computing needs tied to artificial intelligence.

Fermi's long-term vision revolves around establishing the world’s largest, 11 GW private grid, which will integrate substantial energy sources, from combined-cycle natural gas to cutting-edge nuclear technology, including solar and battery energy storage solutions. This is part of the company's drive to maintain the supremacy of American energy and AI capabilities.

Acknowledgment of Best Practices in Governance

The amendments to the bylaws align with best practices in corporate governance by ensuring transparent and equitable processes for shareholder voting on matters that significantly impact the company's operational structure. They also reflect an understanding of the fiduciary duty that the company owes to all its shareholders.

Moving forward, Fermi has also filed its updated bylaws with the U.S. Securities and Exchange Commission (SEC) via Form 8-K, thus adhering to regulatory requirements and emphasizing its commitment to transparency and shareholder engagement.

In conclusion, the Board's decision to amend the bylaws marks a pivotal step in redefining Fermi Inc.'s governance landscape, aiming to create a balance that protects shareholders that are not affiliated with past management while promoting an atmosphere of collaboration and mutual benefit in decision-making processes.

As the company advances its strategic goals, keeping a close watch on shareholder sentiments and reinforcing governance standards will be crucial in fostering long-term environmental, social, and economic objectives.

For ongoing updates, maintain engagement with Fermi Inc.'s disclosures and explore the vast potential of their innovative projects designed to revolutionize energy infrastructures and support emerging technologies.