お知らせ • Jul 13
Fermi Inc. Announces Resignation of Miles Everson from Director Role, Effective July 10, 2026
Fermi Inc. received a letter from Mr. Miles Everson, a director designee of Toby Neugebauer, pursuant to which Mr. Everson resigned as a director of the Company, effective July 10, 2026. At the time of his resignation, Mr. Everson did not serve on any committee of the Board. In the Resignation Letter, Mr. Everson stated that his resignation was due to a disagreement with the Company regarding its governance practices and the Company's failure to provide required Board and committee minutes after a number of requests, including his written requests reflected in April 18, 2026 correspondence to the entire Board of Directors and in the May 5, 2026 correspondence to the chairman of the Board. Mr. Everson requested that foundational information for sound governance be provided, specifically stating that he had not received minutes of Board or committee meetings that occurred prior to his appointment or minutes of Board or committee meetings since his appointment, and requested that all Board minutes, including committee minutes, be provided and distributed on a timely basis going forward. Despite that request, and despite the chair's May 5, 2026 acknowledgment that counsel would respond to his document requests and that Board minutes would be provided in the near term, the Company failed to provide the requested minutes. The Company's continued failure to provide those minutes prevented Mr. Everson from being fully informed regarding Board and committee actions, impaired his ability to evaluate the Company's governance processes and prior Board actions, and materially interfered with his ability to discharge his fiduciary duties as a director of a public company. Furthermore, the Company's continued use of special committees to approve significant transactions was cited as a means of avoiding full Board action, including candid discussions and feedback by the members of the Board. Mr. Everson referenced the announcement of a new $350 million convertible bond as an example, stating that the matter was not brought to the Board for discussion or debate and he was not made aware of the transaction until the public announcement was made. Mr. Everson clarified that he was not resigning for personal reasons, due to time constraints, or as part of an ordinary-course Board transition, but because he disagreed with the Company's failure to provide directors with required Board and committee minutes and related governance records necessary for informed Board service. Mr. Everson requested that any public disclosure concerning his resignation accurately describe the circumstances set forth in his letter and did not consent to any disclosure suggesting that his resignation was unrelated to the governance concerns described. He requested that his letter be filed as an exhibit to the Company's public disclosure to the extent required. Mr. Everson expressly reserved all rights, claims, protections, indemnification, advancement, exculpation, insurance coverage, books-and-records rights, or other rights he may have as a current or former director under applicable law, the Company's governing documents, any indemnification agreement, the Company's D&O insurance policies, or otherwise.