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Founders seek special meeting for Fermi Inc. (FRMI) with proxy solicitation

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

Rhea-AI Filing Summary

Fermi Inc. proxy participants led by Toby R. Neugebauer and affiliated entities intend to file a definitive Schedule 14A to solicit agent designations for a special meeting anticipated on or around June 30, 2026. The filing will include a green agent designations card and related proxy materials.

The filing notes prior Schedule 13G disclosure dated November 14, 2025 showing Mr. Neugebauer beneficially owned 139,016,035 shares, Vicksburg Investments Management LLC beneficially owned 44,656,376 shares, and the Melissa A. Neugebauer 2020 Trust beneficially owned 94,359,659 shares. Other named participants are reported to own no shares as of the date of this excerpt.

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Insights

Founders and affiliated entities are organizing a proxy solicitation for a targeted special meeting.

The participants state an intent to file a definitive Schedule 14A and related materials to solicit agent designations for a special meeting anticipated on or around June 30, 2026. The disclosure cites a prior Schedule 13G filed on November 14, 2025 with explicit beneficial ownership counts for three founder-related parties.

The proxy materials and green agent designations card will be publicly available on the SEC website; timing and final agenda depend on the definitive proxy filing. Subsequent filings should be reviewed for the exact proposals, vote mechanics, and any shareholder instructions.

Special meeting date (anticipated) June 30, 2026 anticipated special meeting date stated in proxy excerpt
Definitive filing Schedule 14A proxy statement to be filed by Participants
Toby R. Neugebauer beneficial ownership 139,016,035 shares reported on Schedule 13G dated November 14, 2025
Vicksburg Investments beneficial ownership 44,656,376 shares reported on Schedule 13G dated November 14, 2025
Melissa A. Neugebauer 2020 Trust ownership 94,359,659 shares reported on Schedule 13G dated November 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 regulatory
"accompanying GREEN agent designations card"
Schedule 13G regulatory
"The Fermi Founder Parties filed a Schedule 13G with respect to the Company on November 14, 2025"
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.

 

 

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 May 22, 2026, Toby R. Neugebauer posted the following material to X (formerly known as Twitter):

 

 

 

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Item 2: On May 22, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

 

 

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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.

 

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Source: View Original Filing on SEC EDGAR

FAQ

What action are the Fermi (FRMI) participants taking?

They intend to file a definitive Schedule 14A to solicit agent designations for a special meeting anticipated on or around June 30, 2026. The materials will include a green agent designations card and other relevant proxy documents.

How many Fermi (FRMI) shares do the Fermi Founder Parties report owning?

Per a Schedule 13G filed on November 14, 2025, Mr. Neugebauer beneficially owned 139,016,035 shares, Vicksburg owned 44,656,376 shares, and the Trust owned 94,359,659 shares of common stock.

Will the proxy materials be available to shareholders for FRMI?

Yes. The Participants state the definitive proxy statement and related materials will be available at no charge on the SEC website at http://www.sec.gov, and copies will be provided upon request when available.

Do the other named Participants hold FRMI shares according to this excerpt?

As of the date of this excerpt, the filing states that none of the other named Participants beneficially own any shares of common stock, per the disclosure included in the proxy excerpt.