Fermi (FRMI) Proxy filing summary

Executive summary

• Shareholders are urged to return the WHITE Consent Revocation Card to oppose a consent solicitation by former CEO Toby Neugebauer, who seeks to call a Special Meeting and replace the Board and leadership team with his nominees.

• The current Board highlights recent commercial momentum, including Project Matador, and asserts that their strategy is delivering results and regaining market trust after an 80% stock decline during Neugebauer's tenure.

• Management emphasizes ongoing strategic partnerships, capital support, and leadership investments as key to future growth and value creation.

• The Board refutes Neugebauer's claims, stating his actions are self-serving and disruptive, and that his proposed quick sale of the company would benefit him at the expense of other shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to revoke consent for a Special Meeting initiated by Neugebauer, which aims to replace the Board and leadership.

• The Board argues that holding a Special Meeting shortly before the Annual Meeting is unnecessary and would distract from company progress.

Board of directors and corporate governance

• The Board is actively searching for a permanent CEO, with a top executive search firm leading the process, and has retained a highly qualified Interim CFO.

• Legal counsel and litigation support have been engaged to assist with ongoing matters related to the consent solicitation.