Fermi Inc. filed a Form 8-K on November 4, 2026, disclosing final voting results from its 2026 Annual Meeting of Shareholders held on October 30, 2026, including a failed director election and an allegation of a breached nomination agreement.

Key Highlights

  • Directors not elected: Neither Jeffrey S. Stein nor Rick Perry received the affirmative vote of a majority of shares outstanding and entitled to vote, as required by Section 2.8 of the Company's Amended and Restated Bylaws.
  • Both directors continue to serve: Under Section 5.2(d) of the Company's Certificate of Formation and Section 3.2 of the Bylaws, each director holds office until his successor is duly elected and qualified, so both continue as Class I directors with no vacancy on the Board.
  • Shares outstanding: There were 641,259,703 shares issued and outstanding and entitled to vote as of August 31, 2026, the record date.
  • Alleged breach of nomination agreement: The company disclosed it believes that TMNN Manager LLC and the MN Trust voted their shares against Governor Perry, "in breach of the DNA," referring to the Director Nomination Agreement dated September 30, 2025.
  • Election threshold not met: Adding the 98,859,659 shares held by TMNN Manager LLC and the MN Trust to Perry's votes for would have yielded 348,108,017 votes, exceeding the 320,629,852 required for election, according to the filing.
  • Auditor ratified: Shareholders ratified Ernst and Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, with 492,462,426 votes in favor.

Fermi Inc. Annual Meeting Results: Failed Director Vote and Nomination Agreement Dispute

According to the filing, Fermi Inc. (NASDAQ:FRMI) held its 2026 Annual Meeting of Shareholders on October 30, 2026, with two proposals on the ballot. On Proposal 1, the election of two Class I directors, the company disclosed that Jeffrey S. Stein received 261,015,278 votes for, 185,586,370 against, and 4,736,643 abstentions, while Rick Perry received 249,418,156 votes for, 197,613,834 against, and 4,306,301 abstentions. Both nominees also faced 78,222,350 broker non-votes each.

The filing stated that although each nominee received a majority of votes cast, neither received the affirmative vote of a majority of shares outstanding and entitled to vote, the threshold required by the Company's Bylaws. As a result, neither was elected to serve until the Company's 2029 Annual Meeting. However, the company disclosed that both men continue to serve as Class I directors under existing governance documents, and "there is no vacancy on the Board of Directors."

A notable disclosure concerns Governor Perry's nomination under a Director Nomination Agreement (the "DNA") dated September 30, 2025, among the Company, TMNN Manager LLC, Caddis Capital, LLC, and the Melissa A. Neugebauer 2020 Trust. The company stated it believes those investors voted their shares against Governor Perry "in breach of the DNA," though it noted those investors, "through counsel, have disputed that the DNA required them to vote for Governor Perry." The company disclosed it "reserves all rights and remedies available to it under the DNA, at law, and in equity." On Proposal 2, shareholders ratified Ernst and Young LLP as independent auditors, with 492,462,426 votes in favor and 15,963,523 against.

What Was Disclosed

Fermi Inc. reported final voting results from its October 30, 2026 Annual Meeting, disclosing that two Class I director nominees failed to reach the required majority-of-shares-outstanding threshold, an alleged breach of a Director Nomination Agreement, and shareholder ratification of Ernst and Young LLP as auditors.