FTE NETWORKS, INC. (OTCMKTS:FTNW) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a special meeting of stockholders of FTE Networks, Inc. (the “Company”), held on December 26, 2018, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to provide for the establishment of a classified board structure, which amendment would divide the Company’s board of directors into three classes of directors serving staggered three-year terms.
The Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation with the Nevada Secretary of State on December 27, 2018, reflecting the above action. A copy of the Certificate is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 26, 2018, the Company held a special meeting of stockholders (the “Special Meeting”) at which a quorum was present and the stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) as filed with the Securities Exchange Commission (the “SEC”) on December 10, 2018. The voting results for each of the proposals were as follows:
Proposal 1 – The stockholders elected each of the nominees for director to serve as a director as set forth in the Company’s Proxy Statement, with the following vote results:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Michael Palleschi | 9,493,513 | 43,805 | |
| Fred Sacramone | 1,162,621 | 8,374,697 | |
| Luisa Ingargiola | 9,492,825 | 44,493 | |
| Patrick O’Hare | 9,492,825 | 44,493 | |
| Christopher Ferguson | 9,468,906 | 68,412 | |
| Brad Mitchell | 9,517,293 | 20,025 |
Proposal 2 – The stockholders voted and ratified the appointment of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ended December 31, 2018, with the following vote results:
| Votes For | Votes Against | Abstained | Broker Non-Votes | |
| Ratify Marcum LLP as Independent Registered Public Accountant | 9,518,115 | 5,530 | 13,673 |
Proposal 3 – The stockholders voted and approved an amendment to the Company’s Articles of Incorporation to provide for a classified board of directors. The votes were cast as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | |
|
Amendment to Articles of Incorporation to Provide For a Classified Board of Directors |
9,338,150 | 188,704 | 10,464 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
FTE Networks, Inc. Exhibit
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About FTE NETWORKS, INC. (OTCMKTS:FTNW)
FTE Networks, Inc., (FTE Networks) is a provider of international and regional telecommunications and technology systems, and infrastructure services. The Company’s segments are Telecommunications and Staffing. It also offers managed information technology, telecommunications services, subscriber-based services and staffing solutions through its subsidiaries, Jus-Com, Inc. (doing business as FTE Network Services), FTE Wireless, LLC and Focus Venture Partners, Inc. (doing business as FVP Worx). Its services include engineering consulting, design, installation, maintenance and emergency response in various categories, including cabling, equipment installation and configuration, rack and stack, wiring build-outs, infrastructure build-outs, direct current power installation, online service provider/Internet service provider fiber placement, fiber cable splicing and testing. In the wireless space, it provides engineering, design, installation and upgrade of wireless communications networks.