Fermi Inc. (FRMI) announced that two Class I director nominees, Jeffrey S. Stein and Rick Perry, failed to be elected at the company's 2026 Annual Meeting on October 30, 2026. While both received a majority of votes cast, they did not secure the required majority of all outstanding shares. The company alleges that nominee Rick Perry would have been elected if key investors had not breached a Director Nomination Agreement (DNA).
Key Details
- Failed Election: At the Annual Meeting, neither nominee was elected as they failed to receive the affirmative vote of a majority of the 641,259,703 shares outstanding and entitled to vote, as required by company bylaws.
- Alleged Agreement Breach: The company claims that investors TMNN Manager LLC and the MN Trust, who collectively hold 98,859,659 shares, voted against Rick Perry in breach of a DNA that required them to vote in his favor.
- Board Status: Despite the failed vote, both Stein and Perry will continue to serve as Class I directors until their successors are duly elected and qualified, meaning there is no current vacancy on the board.
- Company Position: Fermi Inc. stated that it reserves all legal rights and remedies available to it under the DNA in response to the alleged breach.