Fermi shareholders do not elect two Class I directors; auditors ratified
At Fermi Inc.'s 2026 Annual Meeting on October 30, 2026, Jeffrey S. Stein and Rick Perry each received a majority of votes cast but not the affirmative vote of a majority of outstanding shares required under the bylaws to elect them as Class I directors. Under the bylaws and certificate, both continued serving with the same authority as other directors, and no board vacancy arose. Shareholders ratified Ernst & Young LLP for the fiscal year ending December 31, 2026; the company also stated that two investors vote...
Key takeaways
Neither Jeffrey S. Stein nor Rick Perry received the 320,629,852 votes required for election, and neither will be elected until the 2029 Annual Meeting.
Both nominees received a majority of votes cast and continue serving as Class I directors with the same authority as other directors; no board vacancy arose.
Stein received 261,015,278 votes for and 185,586,370 against, while Perry received 249,418,156 votes for and 197,613,834 against.
Shareholders ratified Ernst & Young LLP for the fiscal year ending December 31, 2026, with 492,462,426 votes for.
Fermi said TMNN Manager LLC and the Melissa A. Neugebauer 2020 Trust voted against Perry contrary to the Director Nomination Agreement, while the investors dispute that interpretation.
Fermi said adding the 98,859,659 shares reported as held by those investors to Perry's votes would have produced 348,108,017 votes, above the election threshold.
Fermi reserved its rights and remedies under the agreement, at law, and in equity, including seeking an order giving effect to the required votes.
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