Fermi Inc. 8-K

What Happened

• Fermi Inc. announced that on May 13, 2026 its Board of Directors approved an Amended and Restated Bylaws, effective immediately.
• The amendment (revised Article IX) requires the affirmative vote of not less than seventy percent (70%) of all classes of stock entitled to vote in director elections, voting as one class, to alter, amend, repeal or adopt any bylaw inconsistent with Section 3.2 (Number and Tenure of Directors) and/or Article IX.

Key Details

• Board approval date: May 13, 2026; 8-K filed May 14, 2026.
• New supermajority threshold: 70% of voting shares (all classes combined) for specific bylaw changes.
• Sections affected: Section 3.2 (Number and Tenure of Directors) and Article IX (Amendments).
• The full Amended and Restated Bylaws are attached as Exhibit 3.1 to the 8-K.

Why It Matters

• The company has raised the shareholder vote requirement for changes to board size/tenure and certain bylaw amendment processes from a simple majority to a 70% supermajority.
• For investors, this makes those specific governance changes harder to enact without broad shareholder support, which can affect control dynamics and the ease of implementing future governance reforms.