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

Toby Neugebauer Seeks to Empower Shareholders at Fermi Inc.

In a bold move aimed at restructuring the governance of Fermi Inc., Toby Neugebauer, the co-founder and largest shareholder of the company, announced his definitive solicitation materials for a Special Meeting of Shareholders. This initiative stands as a crucial moment for the company's future and aims to ensure that shareholders can influence the strategic decisions affecting their investments.

Background of the Situation

Neugebauer's push for a Special Meeting comes in the wake of mounting concerns regarding the current Board's commitment to maximizing shareholder value. For nearly two months, he argues, the unelected Board has resisted accountability, focusing instead on fortifying their own positions rather than maximizing returns for shareholders. The call for a Special Meeting is designed to replace the existing Board with a majority composed of independent directors focused solely on benefiting shareholders.

Neugebauer's filing with the Securities and Exchange Commission (SEC) allows shareholders as of June 10, 2026, to participate in the decision-making process by returning a GREEN agent designation card. This action is intended to galvanize fellow shareholders to join his efforts in influencing the company’s direction during a pivotal time.

The Importance of a Special Meeting

Without a Special Meeting, Neugebauer warns that the unelected Board could continue to make critical decisions behind closed doors, potentially leading to irreversible consequences for the company. He emphasizes that only through this meeting can shareholders assert their rights as the company's true owners.

“As owners of this Company, it is our time to elect an independent Board that is committed to doing what it takes to benefit all shareholders,” Neugebauer stated during the announcement. “A full-value transaction should be on the table, alongside the current standalone plan.”

Critical Decisions Ahead

Fermi Inc. stands at a crossroads regarding its future strategy, particularly concerning Project Matador—an initiative focused on developing a large-scale power infrastructure to support AI data centers. As the company approaches key deadlines, including securing tenant agreements and maintaining its lease with Texas Tech University System, Neugebauer expresses concern that the unelected Board may lack the necessary urgency or accountability to navigate these challenges effectively.

His campaign revolves around ensuring that the future of Fermi isn't dictated by directors who were not elected by the shareholders, but rather by a Board that is directly accountable to those who have invested in the company. “If we don’t take control now, we risk losing the value that has been painstakingly built over the past months,” he adds.

The Call to Action

In conjunction with his initiatives, Neugebauer has sent a letter to those holding shares in Fermi, urging them to return their GREEN agent designation card. He stresses that returning the card does not constitute a vote for any specific transaction but serves merely to facilitate the calling of the Special Meeting. This action is vital for shareholders wishing to vote on a new Board composition that prioritizes shareholder interests above all.

Candidates for the New Board

As part of his strategy, Neugebauer has nominated a slate of six independent directors with extensive experience in fields such as corporate governance, finance, and strategic planning. These candidates have no pre-existing ties to Neugebauer or the current Board, ensuring that their focus remains solely on maximizing shareholder value without conflicts of interest.

“Electing a truly independent Board is essential to guide Fermi through the complexities of its future and ensure that all shareholders can reap the benefits of their investments,” Neugebauer maintains.

In light of these developments, he invites all shareholders to take an active role in shaping the future of Fermi, emphasizing that collective action can lead to a significant turnaround for the company. The stakes are high, and the coming months will be decisive for the direction of Fermi Inc. and its Project Matador initiative.

For those who need assistance with the designation process, Neugebauer has provided resources and contacts to ensure every shareholder has the opportunity to participate. As this crucial moment unfolds, the Fermi community stands at the brink of a potential transformation that could define its legacy in the increasingly competitive landscape of AI-driven infrastructure development.