UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 26, 2018

FTE NETWORKS, INC.
(Exact name of registrant as specified in its charter)

877-878-8136

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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:

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:

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:

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 27, 2018