Proxy advisers back Neugebauer as Fermi drops bylaw lawsuit

Toby Neugebauer said Glass Lewis and Egan-Jones support a special meeting bid, while Fermi dismissed its Texas Business Court case over a 70% supermajority bylaw after expedited discovery was ordered.

Summary

Toby Neugebauer, co-founder and largest shareholder of Fermi Inc., said proxy advisers Glass Lewis and Egan-Jones recommended shareholders support his GREEN agent designation card campaign to call a special meeting, while Fermi separately dismissed its Texas Business Court declaratory judgment case over a recently adopted 70% supermajority bylaw. In a July 1 statement, Neugebauer said the company withdrew the suit after the court ordered expedited discovery and depositions; he said his own claims challenging the bylaw remain active. He also said he held a June 30 town hall after market close, renewed invitations to Governor Rick Perry, Griffin Perry and Co-President and COO Jacobo Ortiz, and continues to advocate an independent, banker-led dual-path process while urging shareholders to return GREEN cards. The release said Neugebauer beneficially owns 146,516,035 shares through affiliated entities and vested restricted stock units.

Terms & Concepts
  • supermajority bylaw: Rule requiring more than a simple majority vote, in this case 70%, for specified corporate actions.
  • declaratory judgment: Court ruling on legal rights or validity of an action without awarding damages.
  • Schedule 14A: SEC filing used for proxy solicitations and related shareholder voting materials.