Fermi (FRMI) Proxy filing summary

Executive summary

• A special meeting is called for May 29, 2026, to allow shareholders to vote on expanding the board and electing five new directors, including four independent nominees.

• The solicitation is led by the Fermi Founder Parties, who collectively own about 23% of outstanding shares and seek a rigorous strategic review of the company's future, including a potential sale or partnership.

• Project Matador, the company's core asset, is a large-scale private power grid and data center campus in Texas, positioned as a critical infrastructure for the AI economy.

• The Fermi Founder Parties argue that the current board has not pursued a comprehensive process to maximize shareholder value and that the stock price does not reflect the company's underlying asset value.

• The company attempted to cancel the special meeting, but the Fermi Founder Parties are challenging this to protect shareholder voting rights.

Voting matters and shareholder proposals

• Four proposals are up for vote: (1) amend bylaws to let shareholders set board size, (2) increase board size by five, (3) elect five new directors, and (4) restore bylaws to their October 2025 version.

• All proposals are recommended “FOR” by the Fermi Founder Parties.

• Voting is via a BLUE proxy card, with instructions for internet, phone, or mail voting.

• Only shareholders of record as of the close of business on the record date may vote.

Board of directors and corporate governance

• The proposed nominees bring expertise in energy, finance, governance, and operations, with four out of five considered independent.

• If elected, the new board majority would oversee a dual-track review of the company’s standalone plan versus strategic alternatives.

• The board expansion and election are positioned as the first opportunity for shareholder democracy since the IPO.