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Fermi Inc. (FRMI) founders file for proxy to call June 30 special meeting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
DFAN14A

Rhea-AI Filing Summary

FERMI INC. shareholders and affiliated parties led by Toby R. Neugebauer intend to file a definitive proxy statement seeking agent designations to call a special meeting anticipated on or around June 30, 2026. The filing will include a green agent designations card and related solicitation materials.

The participants include Vicksburg Investments Management LLC, the Melissa A. Neugebauer 2020 Trust, and named individuals. A Schedule 13G filed on November 14, 2025 reported beneficial ownership of 139,016,035 shares by Mr. Neugebauer, 44,656,376 shares by Vicksburg, and 94,359,659 shares by the Trust.

Positive

  • None.

Negative

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Insights

Founder-led group is pursuing a shareholder‑calling route for a special meeting.

The filing indicates a coordinated solicitation by the Fermi Founder Parties to secure agent designations for a special meeting anticipated on June 30, 2026. The participants filed a Schedule 13G on November 14, 2025 showing large beneficial holdings held across Mr. Neugebauer, Vicksburg, and the Trust.

The outcome depends on holder participation and proxy returns; subsequent proxy materials and the definitive proxy statement will clarify proposals, voting mechanics, and any conditions attached to the meeting.

Anticipated special meeting date June 30, 2026 date the participants anticipate the special meeting
Neugebauer beneficial ownership 139,016,035 shares reported on Schedule 13G filed November 14, 2025
Vicksburg and Trust holdings 44,656,376 shares; 94,359,659 shares Vicksburg and Melissa A. Neugebauer 2020 Trust per Schedule 13G (Nov 14, 2025)
Schedule 14A regulatory
"intend to file a definitive proxy statement on Schedule 14A"
Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.
green agent designations card corporate governance
"accompanying GREEN agent designations card"
Schedule 13G regulatory
"The Fermi Founder Parties filed a Schedule 13G with respect to the Company"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
agent designations corporate governance
"solicitation of agent designations for calling a special meeting"
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

 

Check the appropriate box:

 

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☒ Soliciting Material Pursuant to §240.14a-12a

 

FERMI INC.
(Name of Registrant as Specified in Its Charter)

 

VICKSBURG INVESTMENTS MANAGEMENT LLC

TOBY R. NEUGEBAUER

MELISSA A. NEUGEBAUER 2020 TRUST

DAVID A. DAGLIO

CHARLES M. ELSON

SHEILA HOODA

JOHN T. JIMENEZ

JUAN A. PUJADAS

JANET YANG

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐ Fee paid previously with preliminary materials.

 

 

 

 

 

Item 1: On June 2, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

 

 

1

 

 

Item 2: On June 2, 2026, Toby R. Neugebauer posted the following material to X (formerly known as Twitter):

 

 

 

Important Information

 

Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda and Juan A. Pujadas (collectively, the “Participants”) intend to file a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations card, and other relevant documents with the SEC in connection with the solicitation of proxies with respect to the solicitation of agent designations for calling a special meeting of shareholders anticipated to be held on or around June 30, 2026 (the “Special Meeting”).

 

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE GREEN AGENT DESIGNATIONS CARD THAT WILL BE FILED BY THE PARTICIPANTS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

 

The Fermi Founder Parties filed a Schedule 13G with respect to the Company on November 14, 2025, which reported that Mr. Neugebauer beneficially owns 139,016,035 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares of Common Stock. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What is FRMI filing about the special meeting?

The filing states participants intend to solicit agent designations to call a special meeting anticipated on June 30, 2026. It explains the group will file a definitive proxy statement and a green agent designations card with the SEC.

Who are the participants in the proxy solicitation for FRMI?

The participants include Toby R. Neugebauer, Vicksburg Investments Management LLC, the Melissa A. Neugebauer 2020 Trust, and named individuals David Daglio, Charles Elson, Sheila Hooda, John Jimenez, Juan Pujadas, and Janet Yang.

How many FRMI shares does Toby Neugebauer beneficially own?

Per a Schedule 13G filed on November 14, 2025, Mr. Neugebauer beneficially owns 139,016,035 shares of common stock, as reported in the filing excerpt.

How many shares do Vicksburg and the Melissa A. Neugebauer 2020 Trust report?

The Schedule 13G reports 44,656,376 shares beneficially owned by Vicksburg Investments Management LLC and 94,359,659 shares by the Melissa A. Neugebauer 2020 Trust.

Where can shareholders obtain the definitive proxy materials for FRMI?

The participants state the definitive proxy statement and the green agent designations card will be available at no charge on the SEC website at http://www.sec.gov and will be provided upon request when available.