More than 70 percent of votes received so far support convening a special gathering, highlighting investor calls for input on Fermi's direction
Following the exit of Fermi's two primary legal teams, the Texas Business Court judge who initially confirmed no conflicts stepped aside an hour before the hearing yesterday while upholding the accelerated discovery granted to Neugebauer the prior week, placing the proxy effort on a challenging schedule for investors
The change means a replacement judge must review the board's 70 percent supermajority bylaw adjustment and discovery rulings, which means the current calendar no longer fits a genuine dual-track approach on the timetable Fermi needs
Neugebauer urges the court to decide promptly on the board's 70 percent bylaw supermajority measure that creates uncertainty for Fermi and broader Texas corporate practices; commits to advancing the legal route to promote sound governance and openness
Neugebauer's request for a special gathering received support from Glass Lewis and Egan-Jones along with prominent investors worldwide
Neugebauer stays optimistic about Fermi's prospects for landing the tenant group, provided it matches the one under discussion at the time of his exit
Neugebauer encourages former associates to steer clear of delegating Fermi's operations and instead revive the original Fermi 2.0 approach launched last December to secure timely tenant agreements and partnerships on schedule and within budget
Neugebauer's priority stays fixed on Fermi's enduring success, the firm he conceived, launched, and developed; Seeking Alpha recently highlighted Project Matador as a top asset in the AI competition

, /PRNewswire/ -- Toby Neugebauer, co-founder and top shareholder of Fermi Inc. (d/b/a Fermi America) (Nasdaq: FRMI) ("Fermi" or the "Company"), announced today that he is pausing his ongoing proxy campaign to gather GREEN agent designations for a special shareholder meeting after the presiding judge withdrew at the last moment just before yesterday's hearing. The judge upheld the expedited discovery order issued in Mr. Neugebauer's favor the week before.

"A new judge must now familiarize themselves with the board's protective measures and the discovery approvals, so even though victory appeared near, the revised timeline prevents seating fresh directors in time to guide a genuine strategic dual-path effort on the schedule Fermi needs to meet its financial and lease goals," said Mr. Neugebauer. "I created and developed this company, and its success remains my top concern. I will keep advocating for sound governance via the courts but am halting the proxy effort effective today."

"Support from Glass Lewis and Egan-Jones, two leading proxy advisory firms, together with a majority of votes cast so far, validated the use of the 3c's approach to conduct the full-value strategic review that Fermi shareholders warranted. I appreciate the backing from investors of all sizes, including notable figures in finance. I also thank the dedicated team members who worked long hours alongside me to advance Fermi, many of whom forfeited substantial performance bonuses upon leaving after my departure as a matter of principle."

"I remain confident in Fermi's capacity to secure the tenant, assuming it aligns with the group under negotiation at my departure, and I hope they capture the asset's full potential. I understand the asset's value because I committed my own capital to secure the power resources and oversaw the establishment of its 2GW base. My hope is that the Board finalizes contracts that are both financeable and achievable."

"To shareholders, staff, and stakeholders who backed my push to give Fermi owners a say in its future: I stay aligned with you and the company's success. I will keep watching the Board's handling of Project Matador to help deliver top value for everyone involved and will not hesitate to restart efforts for a special meeting or director elections at the annual meeting if needed to protect Project Matador's worth for its owners and the nation."

"Through various outreach methods my approach may have been direct and distinctive, yet no one can question the effectiveness of what my team and I achieved or my consistent transparency before and after my departure to position Fermi for the strongest possible outcome."

"When I launched Fermi 18 months ago, I viewed it as the defining project of our era. As a patriot, I continue to see Project Matador's success as essential to America's leadership in energy and AI."

"Returning to the King Solomon account, I am setting aside the venture I conceived and nurtured for the benefit of the creation I look forward to sharing with my grandchildren in the years ahead. It has been an honor for my family and me to imagine, guide, and construct this remarkable asset for the country and area we cherish."

Important Information

Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the "Fermi Founder Parties"), David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda, and Juan A. Pujadas (collectively, the "Participants") have filed a definitive proxy statement on Schedule 14A, accompanying GREEN agent designation card, and other relevant documents with the SEC in connection with the solicitation of agent designations for calling a special meeting of shareholders to be held as promptly as practicable (the "Special Meeting").

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE GREEN AGENT DESIGNATIONS CARD, THAT HAVE BEEN AND WILL BE FILED BY THE PARTICIPANTS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AND WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

Mr. Neugebauer beneficially owns 146,516,035 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), composed of: (i) Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock; (ii) 94,359,659 shares of Common Stock beneficially owned by the Melissa A. Neugebauer 2020 Trust; and (iii) 7,500,000 shares of Common Stock underlying restricted stock units held by Mr. Neugebauer that vested in connection with his termination without cause. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.

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SOURCE Toby Neugebauer