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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...

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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.

Key metrics

Shares issued and outstanding and entitled to voteAs of August 31, 2026 record date
641,259,703 shares
Jeffrey S. Stein director election votes2026 Annual Meeting
FOR: 261,015,278; AGAINST: 185,586,370; ABSTAIN: 4,736,643; BROKER NON-VOTES: 78,222,350
Rick Perry director election votes2026 Annual Meeting
FOR: 249,418,156; AGAINST: 197,613,834; ABSTAIN: 4,306,301; BROKER NON-VOTES: 78,222,350
Votes required for director election2026 Annual Meeting
320,629,852 votes
Shares reported as held by TMNN Manager LLC and the MN TrustAs of the August 31, 2026 record date
98,859,659 shares
Hypothetical votes for Rick Perry after adding required investor shares2026 Annual Meeting
348,108,017 votes
Ernst & Young LLP ratification votes2026 Annual Meeting
FOR: 492,462,426; AGAINST: 15,963,523; ABSTAIN: 21,134,692; BROKER NON-VOTES: 0

Primary source

TickerStar generated this brief from an official company, investor-relations, earnings-call, or regulatory source. Review the primary material before making an investment decision.

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