1 ballot item.
A solicitation by Toby R. Neugebauer and affiliated participants for agent designations to call a Special Meeting to consider expanding the Board and electing new directors.
Shareholders are being asked to designate the filing participants as agents to call a Special Meeting to consider expanding the Board and electing seven independent directors; the solicitation is made via a definitive proxy statement on Schedule 14A and an accompanying GREEN agent designation card.
This proposal solicits shareholders to designate the listed participants—led by Toby R. Neugebauer—as agents to call a Special Meeting of Fermi shareholders to consider corporate governance changes, principally expanding the board and electing new independent directors. The participants frame the request as corrective action to address what they characterize as board entrenchment: cancellation of a prior Special Meeting, an adverse federal court proceeding, and the board’s adoption of a bylaw imposing a 70% supermajority to expand the board. The solicitation is transactionally simple (an agent designation), but it is integrally linked to broader governance and control stakes: if successful, it enables a special meeting where the participants intend to seek expansion of the board and election of seven independent directors. The filing references recent litigation developments (Texas Business Court granting expedited discovery) that participants present as evidence the board has acted to block shareholder oversight, which the participants argue strengthens their case for a special meeting. The company’s formal board recommendation is not included in this filing; however, the filing and associated press releases depict the incumbent board as opposing the special meeting and pursuing bylaws to entrench itself, creating the appearance of a contested governance fight. For shareholders, the proposal raises trade-offs: potential governance improvements and strategic redirection under a new board versus legal costs, business disruption, and uncertainty associated with contested meetings and potential proxy fights. The bylaw change requiring a 70% supermajority to expand the board is a material governance change that elevates the difficulty of reversing incumbency and therefore amplifies the stakes of the agent-designation vote. In sum, the proposal is less about routine corporate housekeeping and more directly about enabling a contested shareholders’ remedy to alleged board entrenchment; its success would materially affect control dynamics and the company’s strategic trajectory.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SRS Investment Management, LLC | 3.15% | 20,205,579 | $185M |
| 2 | Point72 Asset Management, L.P.Activist | 1.10% | 7,036,123 | $64M |
| 3 | D. E. Shaw Co., Inc.Activist | 0.76% | 4,854,154 | $44M |
| 4 | CITADEL ADVISORS LLC | 0.73% | 4,650,101 | $43M |
| 5 | MILLENNIUM MANAGEMENT LLC | 0.67% | 4,303,619 | $39M |
| 6 | ExodusPoint Capital Management, LP | 0.64% | 4,068,302 | $37M |
| 7 | Gotham Asset Management, LLC | 0.62% | 3,943,404 | $36M |
| 8 | NEXPOINT ASSET MANAGEMENT, L.P. | 0.62% | 3,941,477 | $36M |
| 9 | CITADEL ADVISORS LLC | 0.61% | 3,936,954 | $36M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.60% | 3,852,877 | $35M |
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