DALLAS – November 06, 2026 -- Only 38.9% of Fermi Inc.'s outstanding shares voted to re-elect director Rick Perry at the October 30 annual meeting, according to co-founder and largest shareholder Toby Neugebauer. He is now demanding that the Nasdaq-listed company (FRMI) put itself up for sale while it closes a tenant deal.
Perry vote falls short under the board's own majority rule
More than 61% of outstanding shares did not back Perry, Neugebauer said. Excluding the 68,842,821 shares the Perry family last reported owning, support dropped to 31.5% of the remaining shares. Neugebauer said Perry ran behind the other director on the ballot on every measure.
The threshold stems from an August 11 bylaw change, adopted without a shareholder vote, that requires a director to win a majority of all outstanding shares. Under that rule, every share not voted "for" counts as a vote against. Under the earlier plurality rule, Neugebauer said, Perry would have been re-elected even if all of his family's shares had voted against him.
Stock down more than 80% since proxy fight was suspended
Neugebauer said he proposed a dual-track process on May 22 to sell or partner Fermi while evaluating the standalone plan. He said indicative enterprise valuations then ranged from $10 billion to $20 billion, and that several leading investment banks approached Fermi and were rebuffed. He suspended his proxy campaign on July 3 to let the board run a process, which he said has not happened.
Since then, Fermi's stock has lost more than 80% of its value, he said. Each share the company issues now raises about one-fifth of what it would have raised in July. He warned that shareholders will not accept a recapitalization that wipes them out.
Director nomination right questioned as Caddis holdings fall to 40%
Neugebauer disputed Fermi's claim, made in its November 4 Form 8-K, that he breached an agreement by not voting for Perry. Under the Director Nomination Agreement, Caddis, the company of Griffin Perry, keeps its board nominee right only while it beneficially owns more than 50% of the shares it held at the IPO. Fermi's IPO filings reported Griffin Perry as beneficially owning 128,196,450 shares. Caddis now reports 52,256,833, about 40% of that amount.
Neugebauer said Fermi's lawyers sent a letter less than a day before the meeting. In response, his side sent an affidavit for Caddis to confirm its ownership under oath, and no signed copy has been returned. As trustee, he said, he could not in good faith vote the trust's shares for a director he believes is breaching his duties.
Tenant deal with TensorWave still lacks announced financing
Neugebauer said former senior management worked in parallel with TensorWave and another company while negotiations with the original Tenant 1 dragged on. He said the two offered similar economics with a better risk-adjusted return. At the time of their departure, management believed a much larger TensorWave lease was on track to close by June 30. He said the board has not announced that critical closing conditions, such as secured financing, have been met.
He also criticized the annual meeting, which he described as a nine-minute scripted call. Neugebauer said Fermi needs a partner with a lower cost of capital, construction expertise and a customer. Discovery in his lawsuit against the company is underway.