Fermi Inc. (NASDAQ: FRMI) filed a preliminary Consent Revocation Statement with the Securities and Exchange Commission on May 15, 2026, opposing former Chief Executive Officer Toby Neugebauer's proposal for a special shareholder meeting.

Neugebauer is seeking shareholder consents to hold a special meeting around June 30, 2026. Fermi's board stated the proposal is not in shareholders' best interests and provided details about Neugebauer's removal and termination.

The board removed Neugebauer as CEO on April 17, 2026, and an independent committee subsequently terminated him for cause. The committee cited misrepresentations to the board, public communications inconsistent with fiduciary duties, and conduct violations of company policies.

During Neugebauer's tenure, Fermi's stock declined more than 80% from its initial public offering price. The board attributed this decline to the absence of a signed tenant.

Fermi reported securing nearly $1 billion in financing commitments and establishing over $1.4 billion in infrastructure. The company is conducting a CEO search with an executive search firm while advancing its Project Matador initiative.

The board stated that business partners threatened to terminate agreements due to Neugebauer's conduct and conditioned future business on his not controlling the company. Some counterparties and potential investors have expressed increased confidence since his termination.

Neugebauer received pre-IPO stock for less than $0.01 per share, according to the filing. The board argued his proposals would force a sale below the company's value, benefiting him while causing losses for public shareholders.

The company retained Paul, Weiss, Rifkind, Wharton & Garrison LLP and Vinson & Elkins L.L.P. as legal counsel, along with Quinn Emanuel Urquhart & Sullivan for litigation matters.