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Former CEO's group files materials seeking a special shareholder meeting; Fermi opposes
Fermi says that on June 10, 2026 the former CEO's group filed definitive materials asking shareholders to call a special meeting to change the bylaws, enlarge the board and elect seven nominees. A committee of independent directors recommended that shareholders not sign. Fermi's August 2026 10-Q refers to the possibility that the group could "resume their proxy contest."[1][2]
What the sources say
- ✓ Verified
Fermi Inc. (DEFC14A, June 12, 2026): Fermi's revocation statement says the Neugebauer group sought a special meeting to repeal bylaw provisions adopted without a shareholder vote (including the May 13, 2026 supermajority amendments), let shareholders set the board's size, and elect seven nominees; under the charter, holders of at least 50% of outstanding shares must request a special meeting. Fermi said the group owned 146,516,035 shares as of April 26, 2026 and that, with family members and director designees, it held about 40.3% of the stock (the company's calculation). [1]
- Group shares
- 146,516,035
- Group stake
- 40.3%
- ✓ Verified
No special meeting was held as of October 25, 2026 in the filings reviewed. The proxy statement for the October 30 annual meeting lists only the election of two directors and auditor ratification; the former CEO's group said on September 11, 2026 that it had submitted a Rule 14a-8 proposal for an independent review of "extraordinary transactions," which does not appear as an agenda item. [3][4]
