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Fermi board disputes ex-CEO's claims in shareholder consent fight

June 22, 2026 8:31 AM

Fermi Inc. (NASDAQ: FRMI, LSE: FRMI) issued a letter to shareholders on June 22, 2026, urging them to return a white consent revocation card in response to a consent solicitation by former Chief Executive Officer Toby Neugebauer, who is seeking to call a Special Meeting of Shareholders.

The board disputed several claims made by Mr. Neugebauer in a June 16 public letter. Among them, Mr. Neugebauer suggested that John Sellers, Co-CEO of Double Eagle Energy III, should be named Chairman and CEO of Fermi. Double Eagle subsequently issued a statement saying it "has not discussed the Proposal with Mr. Neugebauer" and that "neither Mr. Sellers nor Double Eagle has any interest in pursuing Mr. Neugebauer's proposal."

The board also stated that Fermi's stock price has risen 45% since Mr. Neugebauer's removal from office, contrasting that with an 80% decline it says occurred during his tenure. The company said it is engaged with seven prospective tenants and 12 potential strategic partners, and noted that most of those parties indicated they do not want to work with Fermi if Mr. Neugebauer regains control.

Fermi said its board has retained executive search firm Heidrick & Struggles to lead a search for a permanent CEO and has already secured an interim CFO. The company stated that Mr. Neugebauer was terminated for cause.

According to the press release, Mr. Neugebauer and affiliates including Vicksburg Investments Management LLC and the Melissa A. Neugebauer 2020 Trust have been distributing green agent designation cards to shareholders. The board is asking shareholders not to sign those cards.

Paul, Weiss, Rifkind, Wharton & Garrison LLP and Vinson & Elkins L.L.P. are serving as legal counsel to Fermi. The company has also retained Alex Spiro of Quinn Emanuel Urquhart & Sullivan for certain litigation matters.

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