Fermi (FRMI) Proxy filing summary

Executive summary

• Solicitation seeks shareholder support to call a special meeting to amend bylaws, expand the board, elect new directors, and restore prior bylaws, aiming to maximize shareholder value and strategic flexibility.

• The effort is led by the Fermi Founder Parties, including the company's largest shareholder and former CEO, who believe a new board majority is needed to oversee a rigorous strategic review, including a potential sale or partnership.

• Project Matador, the company’s core asset, is positioned as a unique AI power and data-center platform with significant regulatory, infrastructure, and commercial milestones achieved.

• The solicitation follows the controversial cancellation of a previously scheduled special meeting, which the Fermi Founder Parties are challenging to preserve shareholder rights.

• Shareholders are urged to submit agent designations to enable the calling of the special meeting, with a target date around June 30, 2026.

Voting matters and shareholder proposals

• Proposals include amending bylaws to let shareholders set board size, increasing the board by seven seats, electing seven nominees, and repealing board-adopted bylaw changes made without shareholder approval.

• The solicitation is solely for agent designations to call the meeting; proxies for voting on proposals will be solicited separately if the meeting is called.

• Shareholders holding at least 50% of outstanding shares must support the agent designation to call the meeting.

Board of directors and corporate governance

• The proposed board expansion and election of new directors aim to create a majority capable of independently evaluating strategic alternatives.

• Nominees include experienced executives and governance experts, with six of seven being independent.

• The board would be declassified in phases, with full declassification by 2031.