Fermi board member quits over $375M convertible note offering

Miles Everson resigned from the board of Fermi Inc. (Nasdaq: FRMI) after the company completed a $375 million convertible note offering without notifying all board members in advance, according to a statement from co-founder and largest shareholder Toby Neugebauer.

In his resignation letter, Everson stated he had not received board minutes or board communications for months. "For the avoidance of doubt, I am not resigning for personal reasons, due to time constraints or as part of an ordinary-course board transition. I am resigning because I disagree with the company's failure to provide directors with required board and committee minutes and related governance records necessary for informed board service," Everson wrote.

Everson previously served as Fermi's CFO before resigning from that role three months ago. He also held positions as PwC U.S. Consulting Vice Chairman and CEO of MBO Partners. His board nomination had been unanimously approved by the company's independent directors.

Neugebauer, who beneficially owns 146,516,035 shares of Fermi common stock through Vicksburg Investments Management LLC, the Melissa A. Neugebauer 2020 Trust, and vested restricted stock units, said Everson's departure does not affect the Trust's nomination rights. The Melissa A. Neugebauer 2020 Trust retains the right to designate a replacement nominee and is currently vetting candidates.

Fermi Inc., also doing business as Fermi America, is a Dallas-based company. Neugebauer said he remains confident the company can secure its first tenant.

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