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Fermi Shareholders Send Clear Message They Do Not Support Former CEO's Special Meeting Proposal: Company Presses Ahead Executing Strategic Plan Without Distraction
Leading Proxy Advisory Firm ISS Recommended Shareholders Do Not Deliver Consent One Day Prior to Former CEO Suspending Campaign
Fermi's Top Strategic Priorities to Drive Shareholder Value are On Track and Progressing
DALLAS, July 7, 2026 - Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America™ ("Fermi" or the "Company"), today issued the following statement after former CEO Toby Neugebauer suspended his proxy campaign to call a Special Meeting:
Mr. Neugebauer's failed proxy campaign is over, and there will be no Special Meeting. With this behind us, Fermi's Board and leadership team remain fully focused on executing the Company's strategic priorities and delivering value for shareholders by:
· Securing a binding tenant agreement;
· Maintaining capital discipline to support liquidity;
· Hiring our next CEO;
· Delivering power at our project site; and
· Exploring strategic partnerships to accelerate data center and power deployment on our site.
The Fermi Board and leadership team appreciate shareholders' engagement throughout this process. We remain wholly committed to ensuring the Company's operational, commercial and financial success, and positioning the Company for enhanced value creation. We are excited about the opportunities ahead and remain confident in Fermi's future.
As Fermi builds on its positive performance since Mr. Neugebauer's removal as CEO and subsequent termination for cause, the Company believes it is important that its shareholders have a complete understanding of Mr. Neugebauer's solicitation results.
Mr. Neugebauer has claimed publicly on multiple occasions to control 40% of the outstanding shares of Fermi. However, based on Fermi's preliminary tabulation as of July 6, 2026, Mr. Neugebauer had consents of only approximately 31.0%. This compares to shareholder revocations of approximately 36.4% of outstanding shares. Based on these numbers, it is clear that Mr. Neugebauer received minimal support from unaffiliated shareholders. The results received to date, and the momentum reflected in those results, indicate Mr. Neugebauer's consent solicitation would have fallen short of the support required to call a Special Meeting.[1]
It is also worth noting that Mr. Neugebauer's decision to suspend his campaign came one day after leading independent proxy advisory firm Institutional Shareholder Services ("ISS") recommended shareholders do not deliver consent to call a Special Meeting. Their independent analysis is consistent with Fermi's belief that Mr. Neugebauer's campaign was disruptive to the Company's progress and not in the best interests of Fermi's shareholders.
About Fermi America™
Fermi America™ (Nasdaq & LSE: FRMI) develops next-generation private electric grids that deliver highly redundant power at gigawatt scale to support next-generation intelligence and AI compute. Fermi America™ combines cutting-edge technology with a deep bench of proven world-class multi-disciplinary leaders with a combined 25 GW of experience, to create the world's largest, 11 GW next-gen private grid, helping ensure America's energy and AI dominance. The behind-the-meter Project Matador campus is expected to integrate the nation's biggest combined-cycle natural gas project, one of the largest clean, new nuclear power complexes in America, utility grid power, solar power, and battery energy storage, to support hyperscale AI and advanced computing. For additional information visit www.fermiamerica.com.
Forward-Looking Statements
Statements contained in this press release which are not historical facts, such as those relating to future events, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Fermi undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Investors should consult further disclosures and risk factors included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents filed from time to time with the SEC by Fermi.
Contacts
Investors
Rodrigo Acuna
IR@fermiamerica.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag / Adam Pollack / Eliza Rothstein
212-355-4449
[1] The Company's preliminary tabulation does not include any consents Mr. Neugebauer might have received from registered shareholders who did not submit revocations or through brokers for which the Company does not have visibility. However, even if all of those shareholders had submitted consents, Mr. Neugebauer's consent solicitation would still have failed.
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