Fermi Inc

This proposal asks shareholders to repeal any bylaw provisions the Board unilaterally adopted after the bylaws filed on October 3, 2025 — specifically targeting the May 13, 2026 "Insiders Veto Amendment" that raised the threshold for amending Section 3.2 to 70% of outstanding shares. The proponents argue the Board adopted these amendments to entrench itself and block any shareholder-led effort to increase board size and elect new directors. Adoption would restore the bylaws to the post‑IPO baseline and remove the procedural barrier that could otherwise prevent shareholders from expanding the Board to add nominee directors. The proposal is organized as a shareholder-initiated corrective measure to ensure shareholders, not a small incumbent majority, control governance rules that affect director composition. Practically, repeal would enable the Board Size Proposal to be effective under ordinary voting thresholds (unless other charter provisions apply) and reduce litigation risk that the proponents claim results from the Board’s prior tactics. The proponents position this as an urgent governance reset needed to ensure fair shareholder franchise ahead of a contested slate and a strategic review. The proponents also frame the repeal as a necessary step to allow a robust independent review of strategic alternatives (including a potential sale) by a reconstituted board. Adoption would materially alter the procedural landscape of any special meeting and could enable follow-on proposals (board-size increase and elections) to proceed without supermajority hurdles. Given the factual claims of entrenchment and litigation, the proposal is both remedial (undo amendments) and tactical (clear a path for subsequent governance changes), and shareholders should weigh the legal uncertainty and the practical effects on future contests when evaluating it.

This proposal would transfer the power to set the Board's size from exclusively the Board to shareholders as well, enabling shareholders to increase the number of directors and thereby create seats to be filled by shareholder-nominated candidates. Management of this solicitation argues that allowing shareholders to fix board size is necessary to overcome perceived entrenchment and to create a practical path for electing their slate in a special meeting. The change is procedural but strategically potent: it permits expansion of the board as a mechanism for board turnover without requiring removals that could be contested in litigation. If the Insiders Veto Amendment remains in effect, approval would still require a 70% vote, making the success threshold substantially higher; the proponents stress repeal of that amendment is therefore a complementary priority. The amendment in Schedule I codifies the mechanics and tenure provisions to ensure board classification and transition are preserved while adding shareholder authority on size. Adopting this change lowers the hurdle for shareholders to effect quicker changes in board composition but may carry governance tradeoffs if abused in future contests. Investors should assess whether enabling shareholder-set board size improves accountability and value (by enabling a strategic review) versus introducing potential instability from opportunistic expansions. The proposal's material impact is to unlock the ability to add seven nominees under the contingent Board Increase Proposal, so its effect should be evaluated in context of the full slate and the proponents’ stated strategic objectives.

This proposal would clarify and restate Section 2.16(f) to ensure that shareholders can nominate directors at special meetings specifically called for director elections and to prevent the Board from using advance-notice technicalities to exclude shareholder nominees. The proponents argue this is necessary because the Company previously failed to provide nomination materials and leveraged procedural rules to impede the May 29 meeting. The Schedule II language includes an explicit carve-out permitting Vicksburg to present nominations or proposals from the floor at the meeting that amends this section, and a prohibition on the Board interfering with presentation and vote. The amendment reduces managerial control over the nomination process at special meetings, ensuring a shareholder's right to bring forward candidates when the meeting notice contemplates elections. The change is targeted to facilitate the immediate election of the proponents’ nominees at a special meeting and to avoid disputes over compliance with advance-notice windows. Investors should weigh whether this procedural protection is a narrowly tailored fix to a specific contested fact pattern or a broader shift in nomination mechanics that could affect future contests. Because it interacts with other governance provisions (including the Insiders Veto Amendment and Section 3.2), its practical effect depends on the combined outcomes of the Bylaws Restoration and Board Size proposals. The text both safeguards shareholder nomination rights and contains bespoke language favoring Vicksburg’s floor nomination rights at the specific special meeting, which is unusual and could raise governance concerns about unequal treatment across shareholders.

This contingent proposal would, if shareholders are given the power to set board size, immediately increase the authorized number of directors by seven to create seats that the proponents intend to fill with their slate. The proposal is tactical: it is designed to produce a board expansion that avoids contested removals and instead creates vacancies to be filled at the same meeting, enabling rapid reconstitution of a majority. In the proponents’ view, expanding the board is necessary to ensure a new majority can conduct an independent, advisor-led strategic review comparing standalone and transaction options. The Board Increase proposal is contingent on the Board Size Proposal — therefore its efficacy is linked to the success of both it and any effort to repeal the Insiders Veto Amendment that could impose a 70% threshold. If adopted, the board expansion would dilute the voting influence of incumbent directors without requiring removal for cause, reducing the likelihood of immediate litigation over removals but likely provoking legal and governance scrutiny from incumbents. Investors should consider whether a sudden and targeted board expansion is the most effective mechanism to improve governance and pursue strategic alternatives versus other approaches (e.g., negotiated board refresh). The market impact depends on investors’ assessment of the new nominees’ qualifications and the credibility of their commitment to pursue a value-maximizing process.

This proposal seeks to remove three incumbent directors for cause, based on detailed allegations that they engaged in self-interested, entrenching conduct—ranging from purportedly canceling a validly called meeting, refusing to produce stock ledgers and books and records, initiating and then dismissing litigation to block shareholder meetings, and adopting the Insiders Veto Amendment to preclude shareholder-driven board-size changes. The proponents frame removal as necessary to restore shareholder democracy and to prevent a small incumbent majority from blocking any credible strategic review or sale process. Removal for cause is a higher legal threshold than ordinary removal and explicitly contemplates litigation and factual disputes; the proponents acknowledge that whether the facts constitute “cause” may be challenged in court. Strategically, removal plus replacement would immediately change board control dynamics and enable the proponents’ nominees and their designated designees to direct a potential advisor-led dual-track strategic process. For investors, the proposal raises questions about the merits of the alleged conduct, the evidentiary burden to prove cause, and the risk of protracted litigation that could delay strategic actions or unsettle operations. If successful, the removal would be a decisive governance intervention that could accelerate a sale or partnership process; if litigated and overturned, it could prolong governance uncertainty and impose legal costs. Shareholders should weigh the strength of the factual record as presented by the proponents and the practical trade-offs between removal and alternative governance changes (such as expansion and election) when evaluating this item.