Fermi (FRMI) Proxy filing summary

Executive summary

• Responded to former CEO Toby Neugebauer's attempts to regain board control and reverse his removal, emphasizing actions were taken after careful deliberation and in line with fiduciary duties.

• Highlighted significant shareholder and stakeholder support for the current leadership and strategic plan, Fermi 2.0, and Project Matador.

• Asserted that Neugebauer's proposals are self-interested, not in shareholders' best interests, and could lead to a premature sale below intrinsic value.

• Noted that Fermi's charter includes provisions to protect REIT status and limit Neugebauer's ability to increase his ownership.

Voting matters and shareholder proposals

• Former CEO submitted proposals to call special shareholder meetings to expand the board and install his nominees.

• Board deemed both proposals invalid and urged shareholders not to support Neugebauer's consent solicitation.

• Fermi plans to file definitive proxy and revocation statements with the SEC regarding these solicitations.

Board of directors and corporate governance

• Board removed Neugebauer as CEO and terminated him for cause after a month of attempted negotiations and policy violations.

• Board actions were taken in accordance with fiduciary duties and after careful committee deliberation.

• Board and management received strong support from investors and counterparties for their leadership and strategic direction.