Toby Neugebauer, co-founder and largest shareholder of Fermi Inc., has suspended his current proxy campaign following the last-minute recusal of the presiding Texas Business Court judge. The decision comes despite Neugebauer securing more than 70% of votes cast in favor of a special meeting and support from proxy advisory firms Glass Lewis and Egan-Jones. The judge's recusal, which occurred shortly before a scheduled hearing, requires a new judge to review the board's 70% supermajority bylaw change and previous expedited discovery orders, effectively derailing the timeline required to seat new directors and oversee a dual-track strategic review.

The legal dispute centers on Fermi's adoption of bylaws requiring a 70% supermajority to expand the Board, a move Neugebauer argues is an attempt to entrench power and suppress shareholder rights. Prior to the recusal, the court had granted Neugebauer's emergency motion for expedited discovery, compelling Fermi to provide documentation and testimony regarding its rationale for opposing the special meeting. Neugebauer stated that while the judicial process will continue to seek good governance, the altered timeline no longer supports running a true dual-track process on the schedule Fermi requires to be successful.

Neugebauer beneficially owns 146,516,035 shares, representing approximately 22.7% of Fermi's outstanding common stock. His ownership includes 44,656,376 shares held by Vicksburg Investments Management LLC and 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust, along with 7,500,000 shares underlying RSUs that vested upon his termination without cause. The Board of Directors had previously determined that the special meeting sought by the Neugebauer Group did not serve shareholder interests, warning it would grant approximately 40.3% voting control to a single shareholder group.

Despite suspending the solicitation of GREEN agent designation cards, Neugebauer reaffirmed his confidence in Fermi's future, specifically regarding the potential tenant deal for Project Matador. He emphasized that the asset, referred to by Seeking Alpha as the "most valuable asset in the AI race," requires the original "Fermi 2.0 mentality" to execute strong agreements on time and on budget. Neugebauer pledged to monitor the Board's execution and reserved the right to resume his campaign at the annual meeting if necessary to safeguard shareholder value.

Fermi Inc. has signed a service agreement with TSK Electronica y Electricidad USA for its three Siemens SGT6-5000F gas turbines, which will anchor Project Matador's second phase buildout. The partnership aims to accelerate engineering and permitting activities, compressing timelines and de-risking execution for the power generation project.

TSK, Spain's largest power-focused Engineering, Procurement and Construction (EPC) firm, will deliver critical early works and fast start engineering services. The company specializes in the turnkey delivery of complex industrial and power generation facilities, with a track record spanning more than 50 countries.

Under the agreement, TSK will provide engineering and management services required to advance permitting, mobilize site activities, and manage the Siemens contract-related engineering scope and deliverables. This collaboration is intended to establish a clear path to power generation for Fermi.

Project Details

Fermi operates as Fermi America and is listed on NASDAQ and LSE under the ticker FRMI. The agreement marks a significant step in the development of Project Matador, leveraging TSK's expertise in electrical infrastructure, conventional and renewable power, and large-scale project management.