Dallas – September 16, 2026 -- Toby R. Neugebauer, together with Vicksburg Investments Management LLC and the Melissa A. Neugebauer 2020 Trust, has filed a formal SEC Rule 14a-8 shareholder proposal demanding Fermi Inc. (Nasdaq: FRMI) retain an independent, nationally recognized investment bank to review the full range of extraordinary transactions available to the company, including a full-value sale or majority recapitalization. The Fermi Founder Parties, who hold approximately 22% of shares outstanding, submitted the proposal September 10 ahead of the company's October 30 Annual Meeting, following a letter to the Board on September 9 and a detailed presentation on September 10.
Fermi shares hit intraday low of $5.26 despite board's completed 90-day plan
Shares are down roughly 20% since the Board announced on August 13 that it had completed all five objectives of its 90-day plan. The stock has fallen 35% since the Board removed the choice of a dual-path strategic process on July 2, and 20% since the Board removed Neugebauer as CEO on April 17.
TensorWave lease covers less than 5% of Fermi's stated power pipeline
Neugebauer's filings note the company's 222 MW TensorWave lease represents less than 5% of Fermi's stated 4.8 GW of near-term power opportunity. As of the morning of September 10, the company had not confirmed the guaranteed agreement it previously said would support that lease, nor that underlying project financing had been secured.
Board names insider as CEO after four-month search yields no outside candidate
Four months after removing Neugebauer and engaging a search firm, the Board named one of its own directors, Lee McIntire, as CEO. Neugebauer characterized the appointment as evidence there was no outside taker for the role, noting the company itself indicated McIntire as only a temporary solution.
Proposal seeks bank review without prescribing a specific transaction outcome
The Rule 14a-8 proposal explicitly does not ask the Board to pursue any predetermined transaction or disturb the company's existing standalone plan. It asks only that extraordinary transactions be tested against that plan and the results reported to shareholders.
Letter requests restoration of pre-IPO voting standards and higher ownership cap
Neugebauer's letter asks the Board to place two non-binding advisory questions before shareholders at the Annual Meeting: reverting bylaw amendment and director election standards to those discussed and passed prior to the IPO — a majority of shares outstanding to amend bylaws and a plurality of votes cast to elect directors — replacing the 70% supermajority and majority-of-all-outstanding-shares standards adopted since April. The letter also seeks to raise Fermi's REIT ownership limit from 2.5% to 9.8%, aligning with peers Digital Realty, Equinix, and Prologis, to allow institutional investors to build larger positions.
"The Board and management team have fallen significantly short on the promises they made to the institutional and retail investor communities post my termination, during the proxy contest, and as part of the convertible note offering," Neugebauer said.
Neugebauer has not sold a share of Fermi since the company's IPO
Toby and Melissa Neugebauer have retained their full stake since Fermi went public. The Neugebauers also notified the Board that a Donor Advised Fund will soon fulfill charitable commitments previously made in Fermi's name to organizations in the Amarillo community.