The activist is escalating with public social media campaigns, increasing pressure on the board. The special meeting vote, if called, could lead to a board expansion and potential sale process. Monitor for the company's response (poison pill, litigation, or settlement) and any further proxy filings. The stock may see increased volatility as the proxy fight intensifies.
Price Chart
Executive Summary
Former CEO and co-founder Toby Neugebauer is escalating his proxy fight against Fermi Inc. by filing additional definitive proxy soliciting materials on Schedule 14A, including social media posts on LinkedIn and X (Twitter). The filing follows his termination for cause and a prior preliminary proxy statement (PREC14A) where he seeks to call a special meeting to expand the board and elect seven director nominees, including himself, to force a strategic review or sale of the company. The company's board has unanimously opposed the special meeting, citing that it would give a single shareholder with ~[●]% near-total control.
Key Facts
- Toby Neugebauer, former CEO and co-founder, was terminated for cause on April 17, 2026, and his employment was terminated on April 30, 2026, due to conduct violations including misrepresentations, unauthorized communications, and abusive behavior.
- Neugebauer beneficially owns 146,516,035 shares of common stock (approximately [●]% of outstanding shares), composed of 44,656,376 shares by Vicksburg Investments Management LLC, 94,359,659 shares by Melissa A. Neugebauer 2020 Trust, and 7,500,000 shares underlying restricted stock units that vested upon his termination.
- The Neugebauer Group is soliciting agent designations to call a special meeting to vote on: (i) a bylaw amendment transferring board size authority from the board to shareholders; (ii) increasing the board by seven directors; (iii) electing seven Neugebauer nominees, including himself; (iv) repealing certain bylaws; and (v) amending bylaws to clarify director nomination at special meetings.
- The company's independent committee unanimously determined that a special meeting does not serve shareholder interests, as Neugebauer has already placed two directors (former CFO and current Chief Power Officer) on the board via contractual designation rights.
- This DFAN14A was filed on June 18, 2026, and includes additional soliciting material posted to LinkedIn and X (Twitter) by Neugebauer.
Financial Impact
Activist holds 146,516,035 shares (undisclosed percentage) of a $5.5B market cap company, seeking board control and a strategic review/sale.
Risk Factors
- The company may adopt a poison pill or other defensive measures to block the special meeting.
- Litigation over shareholder voting rights and the validity of the special meeting call.
- Neugebauer's termination for cause and the board's unanimous opposition suggest a high likelihood of a contested proxy fight with potential for a negative outcome for the activist.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DFAN14A Filing (Primary) | 0001213900-26-070084 |
| Document: 0001213900-26-070084-index-headers.html | 0001213900-26-070084 |
| Document: 0001213900-26-070084-index.html | 0001213900-26-070084 |
| Document: 0001213900-26-070084.txt | 0001213900-26-070084 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 15, 2026 11w ago | 8-K | $5.93 $6.60 | ▼ −11.30% | ▼ −7.68% | $4.16 (+29.76%) |
Jul 13, 2026 11w ago | 8-K | $6.31 $5.88 | ▲ +6.81% | ▲ +10.00% | $4.16 (+33.99%) |
Jul 9, 2026 12w ago | 8-K | $6.59 $6.18 | ▲ +6.22% | ▲ +8.65% | $4.16 (+36.80%) |
Jul 8, 2026 12w ago | DFAN14A | $7.36 $6.19 | ▲ +15.90% | ▲ +19.17% | $4.16 (+43.41%) |
Jul 6, 2026 12w ago | DFAN14A | $7.38 $6.03 | ▲ +18.29% | ▲ +19.62% | $4.16 (+43.56%) |
Jul 1, 2026 13w ago | DFAN14A | $8.52 $5.86 | ▼ −31.22% | ▼ −29.04% | $4.16 (−51.12%) |
Jun 30, 2026 13w ago | DFAN14A | $8.52 $5.86 | ▼ −31.22% | ▼ −29.04% | $4.16 (−51.12%) |
Jun 30, 2026 13w ago | DFAN14A | $9.16 $7.23 | ▼ −21.07% | ▼ −20.04% | $4.16 (−54.53%) |
Jun 29, 2026 13w ago | DFAN14A | $9.16 $7.23 | ▼ −21.07% | ▼ −20.04% | $4.16 (−54.53%) |
Jun 29, 2026 13w ago | DFAN14A | $9.45 $7.40 | ▼ −21.69% | ▼ −21.41% | $4.16 (−55.93%) |
US Market Status
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