UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549


SCHEDULE 14A


(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities

Exchange Act of 1934

Filed by the Registrantx
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Filed by a Party other than the Registranto[  ]

Check the appropriate box:


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[X] Preliminary Proxy Statement


¨[  ]Confidential, for Use of the Commission Onlyonly (as permitted by Rule 14a-6(e)(2))


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[  ] Definitive Proxy Statement


¨

[  ] Definitive Additional Materials


¨

[  ] Soliciting Material Pursuant to §240.14a-12

FTE NETWORKS, INC.

Beacon Enterprise Solutions Group, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


No fee required.

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BEACON ENTERPRISE SOLUTIONS GROUP,

FTE NETWORKS, INC.

9300 Shelbyville Road,

999 Vanderbilt Beach Rd., Suite 1000

Louisville, Kentucky 40222

January 10, 2012

601

Naples, Florida 34108

December[●], 2018

To Ourour Stockholders:


You are cordially invited to attend the 2012

The Special Meeting in Lieu of an Annual Meeting of the Stockholders (the “Meeting”) of Beacon Enterprise Solutions Group,FTE Networks, Inc. on February 3, 2012. The meeting(the “Company”) will be held at 9300 Shelbyville Road, Louisville, Kentucky,9:00 a.m., local time on Wednesday, December 26, 2018, and at 2:00 P.M. local time.


The officialany adjournment or adjournments thereof, at 999 Vanderbilt Beach Rd., Suite 605, Naples, Florida 34108. Details of the business to be conducted at the Meeting are provided in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement, and Proxy Cardwhich you are enclosed with this letter.

Please take the timeurged to read carefullycarefully.

On behalf of our Board of Directors, I cordially invite all stockholders to attend the two proposals for stockholder action described inMeeting. It is important that your shares be voted on the accompanying proxy materials.matters scheduled to come before the Meeting. Whether or not you plan to attend the Meeting, I urge you can ensure thatto vote your shares are represented at the meeting by promptly completing, signing and datingshares. We encourage you to vote your proxy form and returning itby mailing in your enclosed proxy card in the enclosed postage paid envelope. If you attend the meeting, you may revoke your proxy andInstructions on how to vote your shares in person.


Your interest and participationare found in the affairssection entitled “How do I vote?” starting on page 5 of the Company are greatly appreciated. Thank you for your continued support.

Proxy Statement.

 Sincerely,
  
 /s/ Bruce WidenerMichael Palleschi
 
Bruce Widener
Chairman of the Board,Michael Palleschi
 Chief Executive Officer and Chairman of the Board

BEACON ENTERPRISE SOLUTIONS GROUP, INC.
9300 Shelbyville Road, Suite 1020
Louisville, Kentucky 40222 

Important Notice Regarding the Availability of Proxy Materials for the meeting of stockholders to be held on December 26, 2018: In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, we are now providing access to our proxy materials, including the Proxy Statement, our Annual Report for the fiscal year ended December 31, 2017 and a form of proxy relating to the Meeting, over the internet. All stockholders of record and beneficial owners will have the ability to access the proxy materials athttps://proxyvote.com/. These proxy materials are available free of charge.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF FTE NETWORKS, INC.

TO BE HELD FEBRUARY 3, 2012


To the Stockholders:

ON DECEMBER 26, 2018

NOTICE IS HEREBY GIVENthat the Special Meeting in Lieu of an Annual Meeting of Stockholders (the “Annual Meeting”“Meeting”) of Beacon Enterprise Solutions Group,FTE Networks, Inc., a Nevada corporation (the “Company”, “Beacon”“Company”), will be held on February 3, 2012 at 2:9:00 P.M.a.m., local time on Wednesday, December 26, 2018, and at 9300 Shelbyville Road, Louisville, Kentuckyany adjournment or adjournments thereof, at 999 Vanderbilt Beach Rd., Suite 605, Naples, Florida 34108 for the following purposes:


 1.To elect a Boardslate of threenominees consisting of current directors Michael Palleschi, Fred Sacramone, Luisa Ingargiola, Patrick O’Hare, Christopher Ferguson and Brad Mitchell to serve untilas directors of the next annual meeting of stockholders;Company;

 2.To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firmaccountants for the fiscal year ending September 30, 2012;December 31, 2018;

 3.

To transactapprove the proposed amendment to the Company’s Articles of Incorporation to provide for a classified board of directors. and

4.To consider and vote upon such other businessmatter(s) as may properly come before the meetingMeeting or any adjournmentsadjournment(s) thereof.

A

These items of business are more fully described in the Proxy Statement describing matters to be considered at the Annual Meeting is attached toaccompanying this Notice. Only stockholdersThe Company’s Board of Directors recommends that you vote in favor of proposals One, Two, and Three.

Stockholders of record at as of November 23, 2018(the close of business on December 21, 2011“Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting.  A list of stockholders entitled to vote at the Annualthis Meeting will be available for inspection for a period of ten days before the meeting at 9300 Shelbyville Road, Louisville, Kentucky.


Your vote is very important. We encourage you to vote as soon as possible by one of two convenient methods: by completing your proxy card and e-mailing it to the address listed on the proxy card or by signing, dating and returning the proxy card in the enclosed postage-paid envelope. E-mail voting is available through 11:59 P.M. Eastern Time the day prior to the annual meeting day.

By Order of the Board of Directors
/s/ S. Scott Fitzpatrick
S. Scott Fitzpatrick
Beacon Enterprise Solutions Group, Inc.

Louisville, Kentucky
January 10, 2012
IMPORTANT

any adjournment or postponement thereof.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES, SO THAT A QUORUM WILL BE PRESENT, AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS IMPORTANT AND IN PERSON.


IMPORTANT NOTICE OF INTERNET AVAILABILITY OFYOUR INTEREST FOR YOU TO VOTE. WE ENCOURAGE YOU TO VOTE YOUR PROXY MATERIALS
FORBY MAILING IN YOUR ENCLOSED PROXY CARD IN THE STOCKHOLDER MEETINGENCLOSED POSTAGE PAID ENVELOPE.

THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO BE HELD ON FEBRUARY 3, 2012


The Company’s proxy statement, Form 10-KITS USE.

Date: December [●], 2018BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael Palleschi
Michael Palleschi
Chief Executive Officer and Chairman of the Board

PROXY STATEMENT

FTE NETWORKS, INC.

999 Vanderbilt Beach Rd., Suite 601

Naples, Florida 34108

This Proxy Statement and the accompanying proxy card are available on the Internet at:


https://materials.proxyvote.com/073578

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BEACON ENTERPRISE SOLUTIONS GROUP, INC.
9300 Shelbyville Road, Suite 1020
Louisville, Kentucky 40222 
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 3, 2012
Introduction

This proxy statement and accompanying proxy are being furnished in connection with respect to the solicitation of proxies by the boardBoard of directorsDirectors (the “Board”“Board”) of Beacon Enterprise Solutions Group,FTE Networks, Inc., a Nevada corporation (the “Company”“Company”), to be voted at for the Special Meeting in Lieu of an Annual Meeting of the Stockholders (the “Annual Meeting”“Meeting”) to be held at 9:00 a.m., local time on Wednesday, December 26, 2018, and at any adjournment or adjournments thereof. Inthereof, at 999 Vanderbilt Beach Rd., Suite 605, Naples, Florida 34108.

The approximate date on which this Proxy Statement and form of proxy are intended to be sent or given to the stockholders is December [●], 2018. These proxy materials are also available free of charge on the internet athttps://proxyvote.com/. Stockholders are invited to attend the Meeting to vote on the proposals described in this Proxy Statement. However, stockholders do not need to attend the Meeting to vote. Instead, stockholders may simply complete, sign and return the proxy card in the enclosed postage paid envelope.

JOBS Act Explanatory Note

We are an “emerging growth company” under applicable federal securities laws and are therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement referencesthe scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the “Company,” “Beacon” “we,” “us,”compensation of our named executive officers or “our” referthe frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the date of our first sale of common equity securities of the issuer under an effective Securities Act registration statement, (ii) the last day of the fiscal year in which our annual gross revenues of $1.07 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities or (iv) the date on which we are deemed to Beacon Enterprise Solutions Group, Inc.   Forbe a “large accelerated filer” as defined in the purposeExchange Act.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

The Board of the Company is soliciting your proxy to vote at the Meeting, including any adjournments or postponements of the Meeting.On or about December [●], 2018, we will mail the proxy materials to all stockholders entitled to vote at the Meeting.You are invited to attend the Meeting to vote on the proposals described in this proxy statement, all amounts are in thousands except sharestatement. However, you do not need to attend the Meeting to vote your shares. Instead, you may sign and per share data.  Thisreturn a proxy statement and accompanying proxy are first being mailed to stockholderscard. Additional information on or about January 10, 2012.


Date, Time and Place

how you may vote can be found below under “How do I vote?”

How do I attend the Meeting?

The Annual Meeting will be held on February 3, 2012 WednesdayDecember 26, 2018, at 2:9:00 P.M.a.m. Eastern Time at999 Vanderbilt Beach Rd., local time,Suite 605, Naples, Florida 34108. Information regarding directions to the Meeting may be obtained by email at 9300 Shelbyville Road, Louisville, Kentucky 40222, forir@ftenet.com or by telephone at 877-850-4308. Information on how to vote in person at the purposes set forthMeeting is provided below. Only stockholders and authorized guests of the Company may attend the meeting, and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in this proxy statement andstreet name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement.

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Who can vote at the accompanying Notice of Annual Meeting.


Record Date and Voting Securities

The Board has fixed the record date (the “Record Date”) for the Annual Meeting as the close of business on December 21, 2011. Meeting?

Only holdersstockholders of record of shares of our common stock (the “Common Stock”) and our preferred stock Series A, A-1, B, C-1, C-2 and C-3 (the “Preferred Stock”) on the Record DateNovember 23, 2018, will be entitled to vote at the Annual Meeting and at any adjournment or postponement thereof.  At the closeMeeting. As of business on the Record Date, there were 37,631,89618,047,233 shares of Common Stock outstanding and entitled to vote, at the Annual Meeting. Each share of Common Stock is entitled to one vote. At the close of business on the Record Date there were an aggregate 341including shares of Series A and Series A-1 Preferred Stock, convertible into an aggregateour preferred stock, which entitles the holder thereof to the number of 454,666 sharesvotes equal to the number of Common Stock, outstanding and entitled to vote. Each share of Series A and A-1 Preferred Stock is entitled to 1,333 votes. At the close of business on the Record Date there were 700 shares of Series B Preferred Stock, convertible into an aggregate of 777,777 shares of Common Stock, outstanding and entitled to vote. Each share of Series B Preferred Stock is entitled to 1,111 votes.  At the close of business on the Record Date there were a total of 557 shares of Series C-1, C-2 and C-3 Preferred Stock, convertible into an aggregate of 1,114,000 shares of Common Stock, outstanding and entitled to vote. Each share of Series C-1, C-2 and C-3 Preferred Stock is entitled to 2,000 votes.  There is no cumulative voting.


The presence either in person or by proxy of the holders of a majority in voting power of the combined outstandingwhole shares of common and preferred stock entitled to voteinto which such shares are convertible as of the Record Date will constituteDate.

Stockholder of Record: Shares Registered in Your Name

If on November 23, 2018, your shares were registered directly in your name with our transfer agent, Nevada Agency and Transfer Company, then you are a quorum and is required for the transactionstockholder of business at the Annual Meeting. You can vote either in person at the Annual Meeting or by proxy whether or notrecord. As a stockholder of record, you attend the Annual Meeting. To vote by proxy, you must fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage-paid envelope or return it via e-mail pursuant to the instructions on the proxy card. If you want tomay vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Meeting, we urge you to fill out and you holdreturn the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

��

If on November 23, 2018, your shares throughwere not held in your name, but rather in an account at a securities broker (that is, in street name), you must obtain a proxy from yourbrokerage firm, bank, brokerdealer or other holdersimilar organization, then you are the beneficial owner of shares held in “street name,” and these materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record and bring that proxy to the Annual Meeting.


Voting of Proxies

Shares of stock represented by properly executed proxies received before the closefor purposes of voting at the AnnualMeeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Meeting will be voted as directed by the stockholders, unless revoked as described below. Under Nevada law, proxies marked as abstentionsin person. However, since you are not counted as votes cast, but will be considered present and entitled to vote to determine if a quorum exists. In addition, shares held in street name that have been designated by brokers on proxy cards asthe stockholder of record, you may not voted will not be counted as votes cast, but will be considered present and entitled to vote to determine if a quorum exists.

If you return a properly executed proxy card without indicating your vote your shares will be counted as present for purposes of establishingin person at the Meeting unless you request and obtain a quorum and your shares will be voted FOR election of the individuals nominated as directors and FOR ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the current fiscal year.

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If you are a street name stockholder (that is, you hold your stock through a securities broker), you must give instructions tovalid proxy from your broker on how you would like your stock to be voted.  If you do not provide any instructions, your broker can vote your stock only on "routine" items, as determined under the rules of the NYSE.  For example, the ratification of Marcum LLP as the Company’s independent registered public accountant for the fiscal year ending September 30, 2012 is considered a routine item and your broker may vote your stock for this proposal.  The election of directors is no longer considered a routine item. As a result, you must provide specific instructions on director elections, if you want your vote to count.  If you do not provide instructions to your broker as to how to vote on a non-routine item, your vote will be deemed a broker "non-vote". In determining whether a vote was castor other agent.

What am I voting on?

There are three matters scheduled for a proposal, broker "non-votes" will not be counted.


If any othervote:

1.To elect a slate of nominees consisting of current directors Michael Palleschi, Fred Sacramone, Luisa Ingargiola, Patrick O’Hare, Christopher Ferguson and Brad Mitchell to serve a one-year term expiring at the 2019 annual meeting of the Company’s stockholders or, if Proposal 3 is approved, to hold office until the annual meeting of the Company’s stockholders applicable to the class of director to which such director will be assigned and until such director’s successor is elected and qualified, or until his or her earlier death, resignation or removal;
2.To ratify the appointment of Marcum LLP (“Marcum”) as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018; and
3.To approve the proposed amendment to the Company’s Articles of Incorporation to provide for a classified board of directors (the “Amendment”).

What if another matter is properly brought before the Annual Meeting, shares represented by proxies will be voted by the proxy holders as directed by a majorityMeeting?

Our board of the Board, or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.


Votes Required

Each of the proposals will be considered separately.

Item 1—Election of Directors

The directors shall be elected by a plurality of votes cast either in person or by proxy.  Proxies cannot be voted for a greater number of persons than are named. Abstentions from voting, and broker non-votes, will have no effect on the election of directors.

Item 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012 is approved if the number of shares voted in favor exceeds the number of shares voted against.

Other Matters

As of the date of this proxy statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting other than those matters discussed in this proxy statement.Meeting. If any other matters are properly comebrought before the Annual Meeting and call for a votemeeting, it is the intention of stockholders, validly executed proxiesthe persons named in the enclosed form returnedaccompanying proxy to us will be votedvote on those matters in accordance with their best judgment.

How do I vote?

Youmay either vote “For” all the recommendationnominees to our board of directors or you may “Withhold” your vote for any nominee you specify. For the Board,other matters to be voted on, you may vote “For” or “Against” or you may abstain from voting, by checking the related box. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

Ifyou are a stockholder of record, you may vote in person at the Meeting or by proxy using the proxy card enclosed with your mailed proxy materials. Whether or not you plan to attend the Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Meeting and vote in person even if you have already voted by proxy.

1.To vote using the proxy card, simply complete, sign and date the proxy card (which is enclosed in your mailed proxy materials) and return it promptly in the envelope provided. If you return your signed proxy card to us before the Meeting, we will vote your shares as you direct.
2.To vote in person, come to the Meeting with proper ID, and we will give you a ballot when you arrive.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

Ifyou are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form with your proxy materials containing voting instructions from that organization rather than from the Company. Simply complete and mail the voting instruction form or follow the voting instructions in the proxy materials to ensure that your vote is counted. To vote in person at the Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with your mailed proxy materials, or contact your broker or bank, to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of November 23, 2018.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card or in person at the absenceMeeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of suchBroker or Bank

If you are a recommendation, in accordance withbeneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the judgmentquestion of whether your broker or nominee will still be able to vote your shares depends on whether the proxy holders.


Dissenter’s Right of Appraisal

There are no rights of appraisal or similar rights of dissentersNew York Stock Exchange (the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to anymatters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the scheduledNYSE, “non-routine matters” are matters tothat may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation and certain corporate governance proposals, such as certificate of incorporation amendments, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposals 1 and 3, without your instructions, but may vote your shares on Proposal 2.

What if I return a proxy card or otherwise vote but do not make specific choices?

Ifyou return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be acted upon atvoted “FOR” the Annual Meeting.


Revocabilityelection of Proxies

A stockholder who completes and returns the proxy that accompaniesdirector nominees listed in this proxy statement, “FOR” approval of proposed amendment to the Company’s Articles of Incorporation, and “FOR” ratification of the appointment of Marcum as the Company’s independent registered public accounting firm. If any other matter is properly presented at the Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, over the telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We also will reimburse brokerage firms, banks, nominees and other persons holding shares for others for the cost of forwarding proxy materials to beneficial owners and obtaining their proxies.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke thatyour proxy at any time before the closingfinal vote at the Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the polls at the Annual Meeting. A stockholder may revokefollowing ways:

1.You may submit another properly completed proxy card with a later date.
2.You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at FTE Networks, Inc., Attn: Corporate Secretary, at 999 Vanderbilt Beach Rd., Suite 601, Naples, Florida 34108. A revocation must be received no later than the beginning of voting at the Meeting.
3.You may attend the Meeting and vote in person. Simply attending the Meeting will not, by itself, revoke your proxy.

Your most current proxy by filing a written notice of revocation with, or by delivering a duly executed proxy bearing a later date to, the Secretary of the Company at the Company’s office address at 9300 Shelbyville Road, Suite 1020, Louisville, Kentucky 40222, any time before the Annual Meeting. Stockholders may also revoke proxies by delivering a duly executed proxy bearing a later date to the inspector of election at the Annual Meetingcard received before the beginning of voting is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by attendingyour broker or bank as a nominee or agent, you should follow the Annual Meeting and votinginstructions provided by your broker or bank.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in person. You may attend“street name” does not give instructions to the Annual Meeting even though you have executedbroker, bank, custodian or other nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes.”

What is the quorum requirement?

A quorum of stockholders is necessary to hold a proxy, but your presencevalid meeting. Under our Bylaws, a quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting will not automatically revoke yourmeeting in person or represented by proxy.


Solicitation of Proxies

The original solicitation of proxies by mail may Abstentions and (because there is at least one “routine” matter to be supplemented by telephone and other means of communication and through personal solicitation by officers, directors and other employees ofvoted on at the Company, at no compensation. Proxy materialsMeeting) broker non-votes will also be distributed throughconsidered present for purposes of determining the existence of a quorum. As of the Record Date, there were 18,047,233 shares entitled to vote, including shares of our preferred stock, which entitles the holder thereof to the number of votes equal to the number of whole shares of common stock into which such shares are convertible as of the Record Date. Thus, the holders of 9,204,089 shares must be present in person or represented by proxy at the meeting to have a quorum.

How many votes are needed to approve each proposal?

Votes will be counted by the inspector of elections appointed for the Meeting, who will separately count votes “For” and “Against,” abstentions or withheld votes, and, if applicable, broker non-votes. Votes withheld and broker non-votes with respect to Proposal 1 will have no effect and will not be counted for the purposes of the vote for Proposal 1. Abstentions and broker non-votes (if applicable on Proposal 3) will be counted for the purposes of the vote total for Proposals 2 and 3 and will have the same effect as “Against” votes. The only routine matter on which brokers custodiansmay vote without instructions is Proposal 2.

The following table describes the voting requirements for each proposal, including the vote required to approve each proposal and the effect that abstentions or broker non-votes will have on the outcome of the proposal:

Proposal NumberProposal DescriptionVote Required for Approval

Effect of

Abstentions

Effect of

Broker Non-Votes

1Election of directorsNominees receiving the most “For” votes (plurality voting)Withheld votes will have no effectNone
2Ratification of the appointment of Marcum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.“For” votes from the holders of a majority of the votes cast at the meeting

Against

N/A
3Approval of the Amendment to provide for the election of a classified board of directors“For” votes from the holders of a majority of shares entitled to vote on the matter (i.e., a majority of the outstanding shares)AgainstAgainst

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the Meeting?

Preliminary voting results will be announced at the Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.

Where can I find more information about FTE Networks, Inc.?

We file periodic reports with the SEC pursuant to Section 15(d) of the Securities Exchange Act of 1934. Our SEC filings are available from the SEC’s Internet site at http://www.sec.gov, which contains reports and other like partiesinformation regarding issuers that file electronically. Our filings with the SEC are also available without charge on our website (http://www.ftenet.com) as soon as reasonably practicable after filing. Further, the reports filed with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at (800) 732-0330 for further information on the Public Reference Room.

Who should I contact if I have questions or need assistance voting?

If you have any questions or need assistance with voting, please contact Kirstin Gooldy, our Chief Compliance & Communications Officer,by email atir@ftenet.com dialing toll free at 877-850-4308.

PROPOSAL ONE

ELECTION OF DIRECTORS

The Board is currently comprised of six (6) members. We are therefore recommending the election of six of our existing Board members at the Meeting. Our Bylaws provide for the authorization of up to seven (7) directors. Any vacancies in the beneficial owners of Common Stock or Preferred Stock, and the Company will reimburse such parties for their reasonable out-of-pocket and clerical expenses incurred in connection therewith. The Company will bear the costsBoard may be filled by a majority vote of the Annual Meetingremaining directors then in office, although less than quorum, during such time that our stockholders fail or are unable to fill any such vacancy. Each director so elected shall hold office for the balance of the term to which such director is elected.

Pursuant to our Bylaws, all of our directors have one-year terms and stand for election at each annual meeting. However, if Proposal 3 is approved, all of soliciting proxies, includingour directors will have staggered three-year terms and will stand for election upon the costexpiration of printing and mailing this proxy statement and related materials.

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PROPOSAL 1
ELECTION OF DIRECTORS

Ourthe term of the class to which the applicable director will be assigned by our board of directors isfollowing the Meeting. For a transition period necessary to implement Proposal 3, the initial term for Class I directors will expire at the annual meeting of stockholders in 2019; the initial term for Class II directors will expire at the annual meeting of stockholders in 2020; and the initial term for Class III directors will expire at the annual meeting of stockholders in 2021. After such transition period, each class will be elected annually.  for a three-year term.

Explanatory Note Regarding Future Elections of Directors Serving on a Classified Board

If our stockholders approve the Restated Certificate attached to this proxy as Appendix A, including the amendment to approve a classified board of directors as described in Proposal 3, our board of directors will be divided into three classes for future elections. Each class will consist, as nearly as possible, of one-third of the total number of directors, and except for a transition period necessary to implement Proposal 3, each class will have a three-year term.

At the Annual Meeting, threerecommendation of our nominating and corporate governance committee, our board of directors willproposes that the nominees named below (each, a “Nominee” and collectively, the “Nominees”), each of whom is currently serving as a director, be elected to serve until the next annual meeting of stockholdersas provided below and until theirsuch director’s successor is duly elected and qualified. Although itqualified, or until such director’s earlier death, resignation or removal.

Director NomineeTerm

Expected Class

(if Proposal 3 is approved)

Expected Term

(if Proposal 3 is approved)

Fred Sacramone2019 Annual Meeting of StockholdersClass I2019 Annual Meeting of Stockholders
Brad Mitchell2019 Annual Meeting of StockholdersClass I2019 Annual Meeting of Stockholders
Patrick O’Hare2019 Annual Meeting of StockholdersClass II2020 Annual Meeting of Stockholders
Luisa Ingargiola2019 Annual Meeting of StockholdersClass II2020 Annual Meeting of Stockholders
Christopher Ferguson2019 Annual Meeting of StockholdersClass III2021 Annual Meeting of Stockholders
Michael Palleschi2019 Annual Meeting of StockholdersClass III2021 Annual Meeting of Stockholders

Nominees for Election to the Board of Directors at the Meeting

Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the Meeting. Shares represented by executed proxies will be voted, if authority to do so is not anticipatedwithheld, for the election of the Nominees. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each of the nominees listed belowNominees has agreed to serve if elected, and we have no reason to believe that they will decline or be unable to serve, if that should occur,serve.

The Nominees, their ages and current positions with the proxy holders may, in their discretion, vote for substitute nominees.


Nominees for ElectionCompany are as Directors

Set forth belowfollows:

NameAgeTitle(s)
Michael Palleschi43Chief Executive Officer and Chairman of the Board
Fred Sacramone49Director
Luisa Ingargiola (1)51Director
Patrick O’Hare (3)51Director
Christopher Ferguson (2)51Director
Brad Mitchell59Director

(1)Audit Committee Chair
(2)Compensation Committee Chair
(3)Nominating and Corporate Governance Chair

The following is a list of Board members who will stand for re-election at the Annual Meeting, together with their ages, all Company positions and offices each person currently holds and the year in which each person joined the Board. Except as indicated below, nonebrief description of the nominees currently serves,specific experience and qualifications, attributes or has served inskills of each Nominee that led to the past five years,conclusion that such person should serve as a director of any other public company.


Name Age Title 
Director
or
Executive
Officer
Since
       
Bruce Widener 50 Director, Chairman, Chief Executive Officer 2007
J. Sherman Henderson III 69 Director 2007
John D. Rhodes III 57 Director 2007

the Company. Based on the attributes and skills of each Nominee, the Company believes its leadership structure is appropriate.

Bruce Widener, Director, Chairman andMichael Palleschi

Mr. Palleschi currently serves as the Chief Executive Officer.Officer and Chairman of the Board of Directors of FTE since being appointed in January 2014. Mr. Widener possesses over 19 years of industry experience. Prior to developing and forming Beacon, Mr. WidenerPalleschi joined FTE in October 2010 where he served as Chief Operating Officer of US Wireless Online,Focus Venture Partners, which featured investments in growing telecom companies including Focus Fiber Solutions, Jus-Com and Townsend Careers. From June 2007 through 2010, he was the Director of Infrastructure Services for a South Florida facilities-based telecommunications company start-up. From 2000 through 2007, he held several Senior Management position at Level 3 Communications in New York and Georgia. Mr. Palleschi has also held several Sr. Management/Executive roles at major telecommunications companies such as Qwest Communications and MCI. Mr. Palleschi holds a degree in Engineering and Business Management. Mr. Palleschi also holds several professional and technical certifications.

Fred Sacramone

Mr. Sacramone joined FTE Networks in April 2017, when the Company acquired Benchmark Builders, Inc., a leading provider of wireless internet accessgeneral contracting management services based in New York. Mr. Sacramone was a co-founder of Benchmark in 2008, and related applications during 2006. From 2004served as the company’s president, continuing in that role following the transaction with FTE while becoming a member of the FTE Networks Board of Directors. Previously, Mr. Sacramone held senior roles in project management, overseeing large and complex projects, including work for Rockefeller Group, Simpson Thatcher, Trinity Real Estate, Del Friscos, Depository Trust, and NBC. He attended the University of Massachusetts (Amherst) and received a Bachelors of Business Administration (BBA ‘91) with a concentration in Finance and Economics.

Luisa Ingargiola

Ms. Ingargiola serves as a member of FTE’s board of directors, compensation committee and chair of the Audit Committee. Ms. Ingargiola previously served as the Chief Financial Officer for MagneGas, a NASDAQ listed technology company, which produces a plasma-based system for the gasification and sterilization of liquid waste. Ms. Ingargiola also serves as on the board of the JBF Foundation Worldwide and CES Synergies, Inc., where she serves as the Audit Committee Chair. Prior to 2006 Mr. Widenerjoining MagneGas, Ms. Ingargiola worked as a Budget and Expense Manager for MetLife Insurance Company. In this capacity, she managed a $30-million-dollar annual budget. Her responsibilities included budget implementation, expense and variance analysis and financial reporting. Ms. Ingargiola previously served as a Board Director, Audit Committee Chair for CBD Energy Limited in 2014. Ms. Ingargiola received her Bachelor’s Degree from Boston University and her Master’s Degree from the University of South Florida.

Patrick O’Hare

Mr. O’Hare serves as a member of FTE’s board of directors, Audit Committee, and chairman of the Nominating and Corporate Governance Committee. Mr. O’Hare has over 25 years’ experience in the telecommunications industry and is currently the Senior Vice President of Corporate Development of UniDial Communications / Lightyear Network Solutions.Operations at ZenFi Networks, Inc. where he is responsible for network planning, engineering, operations, and service delivery. Prior to ZenFi, Mr. WidenerO’Hare was an independent contractor with PTEK in 2002 and becamethe Senior Vice President of Indirect Channel SalesOperations and Engineering at Sidera Networks where he led all operations, service delivery and engineering functions and was instrumental in 2003 through 2004.

J. Sherman “Sherm” Henderson III, Director.  Mr. Henderson has more than 35 years of business experience, including company ownership, sales, marketing and management. He served as president and CEO of Lightyear Network Solutions from its inception in 2003 until 2011. Lightyear Network Solutions is the successor to Lightyear Communications, Inc. following its reorganization in April 2004 under Chapter 11 of the U.S. Bankruptcy Code. Mr. Henderson served as President and CEO of Lightyear Communications, Inc. since its formation in 1993. In 2004,company’s acquisition by Berkshire Partners. Previously, he was voted chairmanVice President of COMPTEL,Field Operations for Zayo Bandwidth, where he was responsible for all aspects of field operations and the leading communications trade association, made upcompany’s fiber to the tower deployments. Prior to that, Mr. O’Hare was Vice President for Field Operations for Level 3 Communications, where he was responsible for all field operations for the East region of more than 300 member companies.North America. During his tenure at Level 3, Mr. Henderson isO’Hare also held responsibility nationally for the company’s Customer Program Management organization. Before joining Level 3, he held several management positions of increasing responsibility at Verizon’s predecessor companies; New York Telephone, NYNEX and Bell Atlantic. Mr. O’Hare holds an MBA from Long Island University and a graduate of FloridaBA from the State University with a B.A. degree in Business Administration.  of New York - University at Albany.

Christopher Ferguson

Mr. HendersonFerguson serves as a director of Lightyear Network Solutions, Inc.

John D. Rhodes, III, M.D., Director.  Dr. Rhodes practiced as a physician and has been Board Certified in Internal Medicine and Cardiovascular Diseases serving as Chief Fellow in Cardiology at the University of Louisville School of Medicine from 1984-1985 and was elected a Fellow of the American College of Cardiology. Dr. Rhodes retired from his private practice in 2005. In his retirement, Dr. Rhodes has been an active investor in the telecom, restaurant and real estate industries. Dr. Rhodes was a founding investor in Texas Roadhouse and served as a member of its advisoryFTE’s board until its initial public offering in 2004

Messrs. Widenerof directors and Henderson are nominated as Directors based on their extensive industry experience while Mr. Rhodes possesses a unique blend of public company and telecom private investor experience which provides a fresh perspective to the Board.
Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE THREE NOMINEES FOR DIRECTOR OF THE COMPANY.

Board Leadership Structure and Role in Risk Oversight

Bruce Widener, our Chief Executive Officer (CEO), serves as Chairmanchair of the Board of Directors. The Board believes this leadership structure provides the most efficient and effective leadership model for the Company by enhancingCompensation Committee. Mr. Ferguson currently serves as the Chairman and Chief Executive Officer’s abilityOfficer of Xspand Products Lab, Inc. and is the Managing Director of Tern Capital Partners, LLC, a private equity investment firm founded by Mr. Ferguson in 2013. In 2010, Mr. Ferguson co-founded a company in the fiber network industry, and he served as CEO of the company until June 2013. In addition to provide clear insight and direction of business strategies and plans to both the Board and management.  The Board regularly evaluates its leadership structure and currently believes the Company can most effectively execute its business strategies and plans if the Chairman is alsohis duties at Tern Capital, Mr. Ferguson serves as a member of the Board of Directors for Pennsylvania Youth Theater, a non-profit children’s theater based in Bethlehem, PA, and as a member of the non-profit organization Embrace Your Dreams, which teaches life skills to at risk children through golf and tennis programs. In August 2001, Mr. Ferguson co-founded Mercer, a provider of innovative workforce management team.  A single person, actingsolutions to a variety of industries including transportation and engineering, with co-founder, Michael Traina. Prior to founding Mercer, Mr. Ferguson and former New Jersey Governor, James J. Florio, co-founded The Florio Group, a private equity investment company. In addition, Mr. Ferguson served as Chief Financial Officer for Cabot Marsh Corporation in 1995 and remained as a director for the capacitiescompany until 1999. Mr. Ferguson has been a member of Chairmanthe New Jersey and Chief Executive Officer, promotes unityPennsylvania Bars since 1994. He graduated from Widener University School of visionLaw in May of 1994 and leadership, which allows forreceived a single, clear focus for managementBachelor of Arts Degree from Villanova University in May of 1990. We believe Mr. Mitchell’s unique combination of insider knowledge and wide-ranging industry experience gained in both the private equity and established industry arenas qualifies him to execute the company’s business strategiesserve as a director.

Brad Mitchell

Mr. Mitchell serves as a member of FTE’s board of directors and plans.  


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We currently do not have a designated lead independent director.

We take a comprehensive approach to risk management which is reflected in the reporting process by which our management provides timely and comprehensive information to the Board to support the Board’s role in oversight, approval and decision-making.  Our senior managementserves as President of TelePacific Communications Texas, where he is responsible for assessingTelePacific’s operations across the state of Texas. Mr. Mitchell returned to TelePacific after previously serving as Senior Vice President - Field Operations and managingwas instrumental in creating TelePacific’s customer-centric structure by leading the company’s various exposuresTelePacific’s sales operations during TelePacific’s early years. Prior to risk on a day-to-day basis, including the creation of appropriate risk management programsTelePacific, Mr. Mitchell served as Area Vice President at Sprint PCS, where he launched and policies.  The Board is responsible for overseeing managementoperated several markets in the executionsoutheast, including New Orleans and Atlanta. More recently, he served as Executive Vice President of Cable & Wireless’ International Accounts and also built a highly successful retail franchise operation. Mr. Mitchell earned a degree in Business Administration from Oglethorpe University in Atlanta. We believe Mr. Mitchell’s unique combination of insider knowledge and wide-ranging industry experience gained in both the venture capital and established industry arenas qualifies him to serve as a director.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of the Nominees has been involved in any legal proceeding that is material to the evaluation of their ability or integrity relating to any of the items set forth under Item 401(f) of Regulation S-K. None of the Nominees is a party adverse to the Company or any of its responsibilities and for assessingsubsidiaries in any material proceeding or has a material interest adverse to the Company or any of its subsidiaries.

Family Relationships

None of the Nominees or the Company’s approach to risk management.  executive officers is related by blood, marriage or adoption.

THE BOARD RECOMMENDS THAT YOU VOTE

“FOR”

THE ELECTION OF EACH NAMED NOMINEE

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PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Board exercises these responsibilities periodically as part of its meetings.  In addition, an overall review of risk is inherent in the Board’s consideration of the Company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters.


MeetingsAudit Committee of the Board has appointed Marcum LLP (“Marcum”) as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018. Services provided to the Company by our independent registered public accountants during past two fiscal years are described below.

Fee Category 2017 Fees  2016 Fees 
Audit fees(1) $461,306  $419,622 
Audit related fees(2) $60,622   — 
Tax fees  —   — 
All other fees(3) $118,965   — 
  $640,893  $419,622 

(1)Aggregate fees billed or expected to be billed by the principal accountant for the audit of the annual financial statements and review of the financial statements included in the registrant’s form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the last two fiscal years.
(2)Audit related fees consist of fees billed for services rendered in connection with the acquisition of Benchmark Builders and our Form 8-K filing.
(3)Acquisition audits of Benchmark Builders

All audit and non-audit services performed by the independent accountants have been pre-approved by the Audit Committee to assure that such services do not impair the auditors’ independence from us.

We are asking our stockholders to ratify the selection of Directors


Marcum as our independent registered public accountants.

The Board met on four occasions during the year ended September 30, 2011. Each incumbent director attended at least 75%affirmative vote of the aggregate numberholders of meetingsa majority of shares represented in person or by proxy and entitled to vote on this item will be required for approval. Abstentions will be counted as represented and entitled to vote and will therefore have the Board and its committees on which such director served during his periodeffect of service. a negative vote.

THE BOARD RECOMMENDS THAT YOU VOTE

“FOR”

THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL

YEAR ENDING DECEMBER 31, 2018

In addition, all members of the Board are expected to attendevent stockholders do not ratify the Annual Meeting.


Committees ofappointment, the Board of Directors

The Board has two standing committees:appointment will be reconsidered by the Audit Committee and the Compensation Committee.  The Board has affirmatively determined those committee members Messrs. Rhodes and Henderson are each considered an independent director.  Mr. Widener is not independent due to his employment with the company as CEO.  For purposes of making that determination, the Board used NASDAQ’s Listing Rules, even though the Company is not currently listed on NASDAQ.  The charter of each committee is available on our corporate website at www.askbeacon.com. The Company does not have a standing nominating committee or committee performing similar functions.  Because of our small size, the board of directors believes that it is appropriate for the Company not to have such a committee.  All the directors participate in the consideration of director nominees.
Role of Audit Committee.

Our board of directors has an Audit Committee, the purpose of which is to review and evaluate the results and scope of the audit and other services provided by our independent registered public accounting firm, as well as our accounting principles and system of internal accounting controls, and to review and approve any transactions between us and our directors, officers or significant shareholders. In fulfilling its responsibility, the Audit Committee pre-approves, subject to stockholder ratification, the selection of our independent registered public accounting firm. The Audit Committee also reviews our consolidated financial statements and the adequacy of our internal controls particularly given our risk environment. The Audit Committee meets at least quarterly with our management and our independent registered public accounting firm to review and discuss the results of audits or reviews of our consolidated financial statements, the evaluation of our internal controls and risk mitigation, and the overall quality of our financial reporting and our critical accounting policies. The Audit Committee meets separately, at least quarterly, with the independent registered public accounting firm. In addition, the Audit Committee oversees our existing procedures for the receipt, retention and handling of complaints related to auditing, accounting and internal control issues, including the confidential, anonymous submission by employees of concerns on questionable accounting and auditing matters. The Board has determined the Audit Committee to be comprised of John D. Rhodes III, J. Sherman Henderson III and Bruce Widener.  The Audit Committee met four times during the fiscal year ended September 30, 2011.

Role of Compensation Committee.
The Compensation Committee of our Board has primary responsibility for assisting the Board in developing and evaluating potential candidates for executive positions, including the CEO, and for overseeing the development of executive succession plans. As part of this responsibility, the Compensation Committee oversees the design, development and implementation of the compensation program for the CEO and the other named executive officers. The Compensation Committee evaluates the performance of the CEO and determines CEO compensation in light of the goals and objectives of the compensation program.

6

Role of Executive Officers in Determining Compensation
The CEO and the Compensation Committee together assess the performance of the other named executives and determine their compensation, based on initial recommendations from the CEO. Our CEO assists the Compensation Committee in reaching compensation decisions with respect to the named executives other than the CEO. The other named executives do not play a role in their own compensation determination, other than discussing individual performance objectives with the CEO. Our CEO is not involved with any aspect of determining his own compensation. The Compensation Committee makes all compensation decisions for our CEO. Although our CEO assists the Compensation Committee in reaching compensation decisions with respect to the other named executive officers, the Compensation Committee has final discretionary authority to approve compensation of all named executive officers, including our CEO.
Policy Regarding Consideration of Candidates for Director

Stockholder Nominees

The Board of Directors of the Company will consider stockholder recommendations for director nominees at the 2012 Annual Meeting, insofar as stockholders comply with the requirements of the Company’s bylaws; a copy of the relevant section of the bylaws may be obtained from the Company’s Secretary at 9300 Shelbyville Road, Suite 1020, Louisville, Kentucky 40222.

Director Qualifications

In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, multiple criteria are used, including the candidate’s integrity, business acumen, age, experience, commitment, and diligence, the presence of any conflicts of interest and the ability of the candidate to act in the interests of all shareholders. We seek nominees with a broad diversity of experience, skills and backgrounds. We do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, gender, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

The Board of Directors of the Company may also consider such other factors as it may deem are in the best interest of the Company and its stockholders. The manner in which the Board of Directors of the Company evaluates a potential nominee will not differ based on whether the nominee is recommended by a stockholder of the Company.

The Company does not pay a third party fee to assist in identifying and evaluating nominees, but the Company does not preclude the potential for using such services if needed as may be determined at the discretion of the Board of Directors of the Company.

Code of Ethics

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a Code of Ethics for all employees including the Chief Executive Officer, Principal Financial Officer and persons performing similar functions. The Code of Ethics is posted on our website, www.askbeacon.com (under the caption Investor Relations/Management). We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Ethics for the Chief Executive Officer, Principal Financial Officer and persons performing similar functions by posting such information on our website. We undertake to provide to any person a copy of this Code of Ethics upon request to our Corporate Secretary at our principal executive offices.

PROPOSAL 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pursuant to prior authorization of the Company’s Board, the Audit Committee has appointed the firm of Marcum LLP to serve as the independent public accountants to audit the financial statements of the Company for the year ending September 30, 2012. Accordingly, a resolution will be presented at the Annual Meeting to ratify the appointment of Marcum LLP. If the stockholders fail to ratify the appointment of Marcum LLP, the Audit Committee will reconsider such appointment.Board. Even if the appointmentselection is ratified, the Audit Committee in its discretion may direct the appointment ofselect a different independentregistered public accounting firm at any time during the year if the Audit Committee believesit determines that such a change would be in the best interests of the Company and itsour stockholders. Representatives

PROPOSAL THREE

TO APPROVE THE AMENDMENT TO PROVIDE FOR THE ELECTION OF A CLASSIFIED BOARD

Our board of Marcum LLPdirectors has unanimously approved and recommends that our stockholders approve the Amendment in the form attached to this proxy asAppendix A that provides for the establishment of a classified board structure. Our board of directors currently consists of six members elected to one-year terms at each annual meeting of stockholders. The proposed amendment divides our board of directors into three classes, with each class having a three-year term expiring in a different year.

Classified Board of Directors

Nevada law provides that, unless otherwise provided in a company’s articles of incorporation or bylaws, directors are elected for a one-year term at the annual meeting of stockholders. Our Bylaws currently provide for directors to be elected at each annual meeting. If adopted, Proposal 3 would amend our Articles of Incorporation to provide that our board of directors be divided into three classes of directors serving staggered three-year terms, which will supersede the current provision in the Bylaws. As a result, approximately one-third of our board of directors would be elected each year. Initially, during the implementation of the classified board structure, seven directors would serve between one- to three-year terms. The two directors elected to Class I would serve for approximately one year, the two directors elected to Class II would serve for approximately two years, and the three directors elected to Class III would serve for approximately three years. After this transition, each of our directors would serve for three-year terms, with one class being elected each year. If this Proposal 3 is approved, the Amendment authorizes our board of directors to assign directors then in office to classes upon the filing with the Secretary of State of the State of Nevada of the Amendment providing for classification of the board of directors, and our board of directors will be responsible for assigning new directors to classes upon their appointment or election to the board. For additional information about the classes in which our nominees are expected to serve if Proposal 3 is approved, please see Proposal 1 regarding director elections, above.

Under our Bylaws, any vacancies in the Board may be presentfilled by a majority vote of the remaining directors then in office, although less than quorum, during such time that our stockholders fail or are unable to fill any such vacancy. Any such newly appointed director will hold office until the next election of the class for which such director has been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal. If this Proposal 3 is approved, the provisions related to filling vacancies will not be changed by the Amendment.

Advantages of a Classified Board of Directors with Vacancies Filled by the Board

Our board of directors believes that a classified board of directors with three-year terms and the election of approximately one-third of the directors each year with all vacancies filled by our board of directors will help to assure the continuity and stability of our long-term policies in the future and to reduce the Company’s vulnerability to hostile and potentially abusive takeover tactics that could be adverse to the best interests of the Company’s stockholders. Our board of directors believes that, by encouraging potential acquirers to negotiate directly with our board of directors, thereby giving the board added leverage in such negotiations, a classified board structure will increase the likelihood ofbona fide offers for the Company by serious acquirers. A classified board would not preclude unsolicited acquisition proposals but, by eliminating the threat of imminent removal, would put our board in a position to act to maximize value for all stockholders. A longer term in office also would allow our directors to stay focused on long-term value creation, without undue pressure that may come from special interest groups intent on pursuing their own agenda at the Annual Meeting via teleconference, willexpense of the interests of the Company and its other stockholders. Further, it would enable the Company to benefit more effectively from directors’ (particularly non-management directors’) experience, knowledge of the Company and wisdom, while helping the Company to attract and retain highly qualified individuals willing to commit the time and dedication necessary to understand the Company, its operations and its competitive environment.

Disadvantages of a Classified Board of Directors with Vacancies Filled by the Board

While a classified board of directors with all vacancies filled by our board of directors may have the beneficial effects discussed immediately above, it may also discourage some takeover bids, including some that would otherwise allow stockholders the opportunity to realize a premium over the market price of their stock or that a majority of our stockholders otherwise believes may be in their best interests to accept or where the reason for the desired change is inadequate performance of our directors or management. Because of the additional time required to change control of our board of directors, a classified board may also make it more difficult and more expensive for a prepared statement,potential acquirer to gain control of our board of directors and our Company. Currently, a change in control of our board of directors can be made by stockholders holding a plurality of the votes cast at a single annual meeting. If we establish a classified board of directors, it will take at least two annual meetings for a potential acquirer to effect a change in control of our board of directors, even if the potential acquirer were to acquire a majority of our outstanding common stock.

Vote Required for Approval

The affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote on this item will be required for approval. Abstentions and Broker non-votes will be counted as represented and entitled to vote and will be available to respond to questions, as appropriate.


7

Recommendation

therefore have the effect of a negative vote.

THE BOARD OF DIRECTORS RECOMMENDS ATHAT YOU VOTE

“FOR”

THE AMENDMENT TO PROVIDE FOR THE RATIFICATIONELECTION OF MARCUM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012.A CLASSIFIED BOARD

16
DIRECTORS AND EXECUTIVE OFFICERS

CORPORATE GOVERNANCE

Committees of our Board of Directors

Committee Composition

The Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table sets forth the namescurrent membership of our directors and executive officers, their ages and their current positions.


Name Age Title 
Director 
or
Executive
Officer 
Since
       
Bruce Widener 50 Director, Chairman, Chief Executive Officer 2007
J. Sherman Henderson III 69 Director 2007
John D. Rhodes III 57 Director 2007
Gerald Bowman 53 President and Chief Operating Officer 2009
Victor Agruso 52 Chief Human Resource Officer 2010

STOCK OWNERSHIP INFORMATION

The following table sets forth certain information regarding the ownershipeach of our common stock as of December 21, 2011 by (i) any person who is known to us to be the beneficial owner of more than five percent of our common stock, (ii) all directors, (iii) all executive officers named in the Summary Compensation Table herein and (iv) all directors and executive officers as a group. Warrants and options to acquire our common stock, and convertible preferred stock included in the amounts listed below are currently exercisable or convertible or will be exercisable or convertible within 60 days after December 21, 2011, and are deemed outstanding for computing the ownership percentage of the stockholder holding such warrants, option or convertible preferred stock, but are not deemed outstanding for computing the ownership percentage of any other stockholder.
  Beneficial    
  Common Share  % of 
Name Ownership  Class 
       
Bruce Widener (1)  3,254,167   7%
John D. Rhodes III (2)  3,171,606   6%
Richard C. Mills (3)  2,769,500   6%
J. Sherman Henderson III (4)  1,035,000   2%
Michael Grendi (5)  201,500   0%
Gerry Bowman (6)  183,333   0%
Victor Agruso (7)  83,333   0%
Directors and Named Executives        
Officers (as a group)  10,698,439   22%

As shareholders with greater than 5% ownership of the company, the address of Mr. Widener is 9300 Shelbyville Road, Suite 1000, Louisville, KY 40222 and Dr. Rhodes address is 3615 Woodside Place, Louisville, KY  40222
these committees:

1.Audit Committee
Includes 666,666 shares into which vested stock options are exercisable at any time.

2.Includes the 166,666 shares into which the Exchange Bridge Note held by Dr. Rhodes is convertible, 285,500 shares for which the Exchanged Bridge Warrants held by Dr. Rhodes are exercisable within 60 days of the date hereof, 300,000 warrants to purchase shares in exchange for his representation on the Board of Directors, 777,777 shares into which the Series B Preferred Stock is convertible, 350,000 Warrants issued pursuant to the Series B Preferred Stock purchase, 716,662 warrants issued in exchange for an equity financing arrangement, and 165,000 Credit Facility Warrants.

3.
Mr. Mills and his wife are beneficial owners of 482,500 shares of Beacon Common Stock. Pursuant to a grant of 782,250 shares of restricted stock to Mr. Mills, our former president, awarded on December 20, 2007, 150,000 shares vested on that date when the stock was valued at $0.85 per share. Subsequent vesting occurred in equal amounts annually totaled 421,500 shares vesting at a value of $1.20 per share as of December 31, 2009, for a total vested number of shares of 571,500. On May 15, 2010, pursuant to the separation agreement with the Company, the remaining 210,750 shares were vested. Additionally, 500,000 vested stock options which are exercisable at any time are included.

8

4.Includes 30,000 shares held by LANJK, LLC (a limited liability company wholly owned by Mr. Henderson’s wife).

5.Includes 200,000 shares into which vested stock options are exercisable at any time.

6.Includes 183,333 shares into which vested stock options are exercisable at any time.

7.Includes 83,333 shares into which vested stock options are exercisable at any time.

EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the Company’s executive officers.

Name AgeCompensation Committee TitleNominating and Governance Committee
Luisa Ingargiola*Christopher Ferguson*Patrick O’Hare*
Christopher FergusonLuisa IngargiolaChristopher Ferguson
Patrick O’HareBrad Mitchell
* Chairperson of the committee    
Bruce Widener50Director, Chairman, Chief Executive Officer
Gerald Bowman53President and Chief Operating Officer
Victor Agruso52Chief Human Resource Officer

Audit Committee

Bruce Widener, Director, ChairmanOur Audit Committee consists of Luisa Ingargiola (Chairperson), Christopher Ferguson and Chief Executive Officer.  Mr. Widener possesses over 19 yearsPatrick O’Hare, each of industry experience. Prior to developing and forming Beacon, Mr. Widener served as Chief Operating Officer of US Wireless Online, a provider of wireless internet access and related applications during 2006. From 2004 to 2006 Mr. Widener served as Senior Vice President of Corporate Development of UniDial Communications / Lightyear Network Solutions. Mr. Widener waswhom is an independent contractor with PTEKdirector as defined in 2002the NYSE American rules and became Senior Vice Presidentthe rules of Indirect Channel Sales in 2003 through 2004.


Gerald Bowman, Chief Operating Officer.  On November 18, 2009, the Company appointed Gerald Bowman to the officer position of Senior Vice President of Global ServicesU.S. Securities and subsequently promoted him to the position of Chief Operating Officer on April 20, 2010. Mr. Bowman brings over 20 years ofExchange Commission (the “SEC”). Based upon past employment experience in the IT industry serving in roles which included: Managing Director/Vice President of Enterprise Global Services for CommScope, a $4 billion manufacturer of connectivity solutions for communications networks; Chief Operating Officer for Superior Systems Technologies; Vice President of Engineering at Riser Management Systems,finance and Vice Presidentother business experience requiring accounting knowledge and General Manager at VARtek.

Victor Agruso, Chief Human Resource Officer.  On April 15, 2010, the company appointed Victor Agruso to the officer position of Chief Human Resource Officer.  Mr. Agruso brings over 20 years of corporate leadership and international experience in strategic planning, organization development, talent management and related information technologies in a variety of public and private sector industries, in both union and non-union environments, and with organizations ranging in size from emerging growth to Fortune 100 companies.  Victor started his career providing retained executive search services to venture capital funded start-ups in Boston’s high-tech community.  He then held increasingly responsible HR executive positions with Nike, Hallmark Cards, Humana and Maritz.  Most recently, he has defined and implemented wide-ranging HR capabilities as an advisor to marquee companies seeking to accelerate profitable growth strategies, including Beacon since 2008.

EXECUTIVE COMPENSATION

The following Summary Compensation Table shows the compensation earned for the time periods by: (1) the Chief Executive Officer, (2) the President and Chief Operating Officer, (3) the former Chief Financial Officer, Treasurer and Secretary, (4) the Chief Human Resource Officer and (5) Chief Marketing and Sales Officer of the Company serving at September 30, 2011 (collectively, the “Named Executive Officers”).

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Summary Compensation Table

                   Change in      
                  Pension      
                  Value and      
                  Nonquali-      
                Non- fied      
                Equity Deferred All    
Name               Incentive Compen- Other    
and            Option  Plan sation Compen-    
Principal      Bonus ($)  Stock  Awards ($)  Compensation Earnings sation  Total 
Position Year Salary ($)  (1)  Awards ($)  (2)  ($) ($) ($)  ($) 
(A) (B) (C)  (D)  (E)  (F)  (G) (H) (I)  (J) 
                           
Bruce Widener 2011  261(3)  -   -   -   -    16(4)  277 
Chairman, Chief Executive 2010  281(5)  -   -   -   -    12(6)  293 
                                
Gerald Bowman 2011  207(7)  -   -   -   -    43(8)  250 
Chief Operating Officer and President
 2010  160(9)  -   -   227(10)  -    12(11)  399 
                                
Michael Grendi 2011  187(12)  -   -   -   -    16(13)  203 
Chief Financial Officer
Treasurer and Secretary
 2010  105(14)  -   -   315(15)  -    5(16)  425 
                                
Victor Agruso 2011  121(17)  -   -   -   -    -   121 
Chief Human Resource Officer 2010  31(18)  -   -   105(19)  -    6(20)  142 
                                
Mark Gervasoni 2011  108(21)  -   -   -   -    -   108 
Chief Marketing and Sales Officer 2010  43(22)  -   -   358(23)  -    -   401 
1.For purposes of this Summary Compensation Table, the cash incentive awards to the named executive officers, which are discussed in further detail under the heading “Compensation Discussion and Analysis — Compensation for Named Executive Officers for Fiscal Year 2011 have been characterized as “Non-Equity Incentive Plan Compensation” under column (D).

2.The amounts in column (F) represent the total fair value of stock options as of the grant date, as determined using the Black-Scholes option pricing model in accordance with ASC 718. The awards for which expense is shown in column (F) include the awards described in the Grants of Plan-Based Awards table included elsewhere in this section. The assumptions used in determining the grant date fair values of these awards are set forth in Note 15 to our consolidated financial statements included in our Form 10-K filed December 12, 2011.

3.Amount includes $240 annual salary under the terms of Mr. Widener’s employment agreement and amounts agreed upon with the Board of Directors prior to execution of the employment agreement.  Additionally Mr. Widener receives an annual automobile allowance of $12.

4.Amount paid for medical, dental and vision insurance.

5.Amount includes $240 annual salary under the terms of Mr. Widener’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement.

6.Amount paid for medical, dental and vision insurance.

7.Amount includes $200 annual salary under the terms of Mr. Bowman’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement.

8.Amount paid for medical, dental and vision insurance and relocation.

9.Amount includes $150 annual salary under the terms of Mr. Bowman’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement for partial year since execution of the agreement.

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10.Amount relates to unrestricted stock grant which is discussed in further detail in Note 15 to our consolidated financial statements included in our Form 10-K filed December 12, 2011.  See ‘Grants of Awards’ table for aggregate grant date fair value of options awarded.

11.Amount paid for medical, dental and vision insurance and relocation.

12.Amount includes $180 annual salary under the terms of Mr. Grendi’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement for partial year since execution of the agreement.  Mr. Grendi resigned from the Company on October 14, 2011 to pursue other opportunities.

13.Amount paid for medical, dental and vision insurance.

14.Amount includes $180 annual salary under the terms of Mr. Grendi’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement for partial year since execution of the agreement.

15.Amount relates to unrestricted stock grant which is discussed in further detail in Note 15 to our consolidated financial statements included in our Form 10-K filed December 12, 2011.  See ‘Grants of Awards’ table for aggregate grant date fair value of options awarded.

16.Amount paid for medical, dental and vision insurance.

17.Amount includes $90 annual salary under the terms of Mr. Agruso’s employment agreement and amounts agreed upon with the Board related to working as an independent contractor

18.Amount includes $90 annual salary under the terms of Mr. Agruso’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement for partial year since execution of the agreement related to working as an independent contractor.

19.Amount relates to unrestricted stock grant which is discussed in further detail in Note 15 to our consolidated financial statements included in our Form 10-K filed December 12, 2011.  See ‘Grants of Awards’ table for aggregate grant date fair value of options awarded.

20.Amount paid for medical, dental and vision insurance.

21.Amount includes $150 annual salary under the terms of Mr. Gervasoni’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement for partial year since execution of the agreement.

22.Amount includes $150 annual salary under the terms of Mr. Gervasoni’s employment agreement and amounts agreed upon with the Board prior to execution of the employment agreement for partial year since execution of the agreement.

23.Amount relates to unrestricted stock grant which is discussed in further detail in Note 15 to our consolidated financial statements included in our Form 10-K filed December 12, 2011.  See ‘Grants of Awards’ table for aggregate grant date fair value of options awarded.

Outstanding Equity Awards at Fiscal Year-End
The following table details the equity awards outstanding as of September 30, 2011. For additional information about the option awards, see “Equity Awards” and “Compensation for Named Executive Officers in Fiscal Year 2011” under “Compensation Discussion and Analysis.”

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   Option Awards Stock Awards
                        
                       Equity
                       Incentive
                     Equity Plan
                     Incentive Awards:
        Equity            Plan Market or
        Incentive            Awards: Payout
        Plan            Number of Value of
        Awards:         Market  Unearned Unearned
        Number of      Number  Value of  Shares, Shares,
  Number of  Number of  Unearned      of Shares  Shares or  Units or Units or
  Securities  Securities  Securities      or Units  Units of  Other Other
  Underlying  Underlying  Underlying      of Stock  Stock  Rights Rights
  Unexercised  Unexercised  Unexercised      That Have  That Have  That Have That Have
  Options  Options  Options  Option Option Not  Not  Not Not
  (#)  (#)  (#)  Exercise Expiration Vested  Vested  Vested Vested
Name Exercisable  Unexercisable  Unexercisable  Price Date (#)  ($)  (#) ($)
(A) (B)  (C)  (D)  (E) (F) (G)  (H)  (I) (J)
                             
Bruce Widener  666,667   333,333      $1.19 5/8/2019      -      
                               
Gerald Bowman  100,000   50,000      $1.61 7/9/2019             
Gerald Bowman  83,333   166,667      $1.40 5/27/2020             
                               
Michael Grendi  66,667   133,333      $1.07 2/5/2020             
Michael Grendi  66,667   133,333      $1.40 5/27/2020             
                               
Victor Agruso  25,000   75,000      $1.07 11/12/2019             
Victor Agruso  33,333   66,667      $1.60 6/7/2020             

DIRECTOR COMPENSATION

Compensation for Non-Management Directors.  Our directors have agreed to serve onfinancial sophistication, our Board based on their existing equity position in Beacon. John D. Rhodes III was issued 300,000 Warrants to purchase Beacon common stock in exchange for his service on the board by unanimous vote in a Board Meeting on March 26, 2008. On January 9, 2009, the Compensation Committee resolved to pay directors $1 per meetings via telephone and $3 per meeting in person but the directors unanimously agreed to waive this compensation until such time as the company achieved positive net income.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 17, 2010 we entered into a long term line of credit facility with one of our directors for $4,000, the facility has an annual interest rate of 7.73% on any outstanding balance and a facility fee of the greater of $40 or 1% of the unused balance.  Additionally, 15,000 warrants, with a five year term at $1.00 per share, per month will be paid for each month the facilitydetermined that Ms. Ingargiola is outstanding.  As of September 30, 2011 and 2010, we have an outstanding balance of $0 and $630, respectively leaving an unused amount of $4,000 and $3,370, which is presented as a non-current liability in our consolidated balance sheet, as terms of the facility call for an 18 month maturity date.  As of September 30, 2011, we have issued a total of 165,000 of the aforementioned warrants.  Using the Black Scholes prices model, we determined the fair value of the warrants and recorded as other expense of $71 for the year ended September 30, 2011.
On August 12, 2011, the Company modified the agreement, extending the term another 24 months, and reducing the credit facility to $2,000, with an annual interest rate of 7.75% on any outstanding balance.  For any outstanding balance at month end under the credit facility, the director will receive warrant coverage of 15% to purchase common shares of the Company at an exercise price of the then current stock price.

Additionally under the revised agreement, during the next 24 months the Company may require the director to purchase shares of Common Stock at the then current stock price.   The aggregate purchase price of all shares purchased shall not exceed $2,000.  For the dollar amount of Common Stock purchased, the director will receive warrant coverage of 15% to purchase shares of Common stock of the Company at an exercise price of the then current stock price.  Finally, the Company’s Chief Executive Officer (CEO) agreed that, upon the exercise of the share purchase commitment in whole or in part by the Company, the director shall have the right to purchase up to 1,200,000 shares of Common Stock from the CEO for a purchase price of $0.01 per share.
On October 26, 2011, the Company decided to terminate this long term line of credit facility and associated put right.

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On November 15, 2007, we issued $100 of convertible notes payable to one of our directors which is presented as a current liability in our consolidated balance sheet as of September 30, 2011 and 2010, respectively.

Under a marketing agreement with a company owned by the wife of Beacon’s former president, we provided procurement and installation services as a subcontractor.  As of September 30, 2011 and 2010 we earned net sales of approximately $0 and $323 for procurement and installation services provided under this marketing agreement, of which $0 and $198 is recorded as accounts receivable in the accompanying consolidated balance sheets.
The Company has obtained insurance through an agency owned by one of its founding stockholders/directors.  Insurance expense of $148 and $150 was paid to the agency for the years ended September 30, 2011 and 2010, respectively.
For the year ended September 30, 2011, in connection with a construction bond the Company obtained through an agency owned by one of its founding stockholders/directors, 33,120 warrants were issued.  Using the Black Scholes pricing model, we determined the fair value of the warrants and recorded as other expense of $15.

AUDIT COMMITTEE REPORT

The Audit Committee of our Board of Directors is comprised of two directors who are independent, are financially literate and have financial expertise within the meaning of the NASDAQ listing standards regarding audit committees. In accordance with its written charter, which was approved and adopted in its current form by our Board of Directors on March 26, 2008, the Audit Committee assists our Board of Directors in oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Beacon. In addition, the Audit Committee has the authority to select our independent registered public accounting firm.

Beacon has no “audit committee financial expert” and is currently considering whether to retain a financial expert. However, the boardas defined in Item 407(d)(5) of directors believesRegulation S-K, and that each audit committee member has sufficient knowledge inof our Audit Committee is able to read and understand fundamental financial and auditing matters to serve on the committee.

Management has primary responsibilitystatements. We have implemented a written charter, available atwww.ftenet.com, for Beacon’s financial statements and the overall reporting process, including Beacon’s system of internal controls. Marcum LLP, our independent registered public accounting firm, audits the annual consolidated financial statements prepared by management and expresses an opinion on whether those statements fairly present in all material respectsAudit Committee which provides that our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. Audit Committee is responsible for, among other things:

●appointing, compensating, retaining, overseeing the independence and performance of and terminating our independent auditors and pre-approving all audit and non-audit services permitted to be performed by the independent auditors;
●discussing with management and the independent auditors our quarterly and annual audited financial statements, our internal control over financial reporting, and related matters;
●reviewing and discussing with management and the independent auditors the Management’s Discussion and Analysis section of the Company’s Forms 10-Q and 10-K prior to filing with the SEC;
●reviewing and discussing with the independent auditors any reports, comments or recommendations made to the Company and consulting with the independent auditors at least once per quarter regarding internal controls and reporting procedures;
●reviewing, at least quarterly, the status of any legal matters which could significantly impact the Company’s financial statements
●reviewing with management the Company’s program for promoting compliance with the applicable legal and regulatory requirements;
●reviewing and approving any related party transactions;
●monitoring compliance with our Code of Ethics;
●meeting separately, periodically, with management and the independent auditors;
●annually reviewing and reassessing the adequacy of our Audit Committee Charter;
●such other matters that are specifically delegated to our Audit Committee by our Board from time to time; and
●maintaining minutes of meetings and reporting regularly to the Board of Directors.

The Audit Committee has (i) reviewed ourand discussed the audited consolidated financial statements for the twelve months ended September 30, 2011 and discussed them with both management and Marcum LLP.


Management is responsible for establishing, assessing and reporting on Beacon’s system of internal control over financial reporting. The Audit Committee met with management and Marcum LLP to review and discuss management’s assessment of the effectiveness of Beacon’s internal controls over financial reporting.

The Audit Committee has alsomanagement; (ii) discussed with Marcum LLPthe independent auditors the matters required to be discussed by generally accepted auditing standards, including those described in Statementthe statement on Auditing Standards No. 61, Communication with Audit Committees,16, as amended, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants.

The Audit Committee hasamended; and (iii) received and reviewed the written disclosures and the letter from Marcum LLPthe independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum LLP’sthe independent accountant’s communications with the Audit Committee concerning independence and has discussed with Marcum LLP its independence from Beacon. In addition, the Audit Committee has considered whetherindependent accountant the provision of the non-audit services provided by Marcum LLP is compatible with maintaining Marcum LLP’sindependent accountant’s independence.

Based upon thison such review and discussions, the Audit Committee recommended to the full Board of Directors that ourthe audited consolidated financial statements be included in Beacon’s Annual Reportthe Company’s annual report on Form 10-K for the fiscal year ended September 30, 2011December 31, 2017.

Compensation Committee

Our Compensation Committee consists of Christopher Ferguson (Chairman) and filed withLuisa Ingargiola, each of whom is an independent director as defined in the SEC.


All Members of the Audit Committee concur in this report.

AUDIT COMMITTEE:
J. Sherman Henderson III
John D. Rhodes III
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Fees Paid to the Independent Registered Public Accounting Firm

Fees

The following table presents fees for professional services rendered by Marcum LLP for the audit of our annual financial statements for the years ended September 30, 2010 and 2011:

  For the year  For the year 
  ended  ended 
  September 30,  September 30, 
  2011  2010 
       
Audit fees $155  $297 
Tax fees  -   - 
Other fees  -   - 
         
  $155  $297 
In accordance with its written charter, the Audit Committee reviews and discusses with Marcum LLP, onNYSE American rules, a periodic basis, any disclosed relationships or services that may impact the objectivity and independence of the independent registered accounting firm and pre-approves all audit and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm.

FUTURE STOCKHOLDER PROPOSALS

Under“non-employee director” under Rule 14a-816b-3 promulgated under the Securities Exchange Act of 1934 stockholders may present proposals(the “Exchange Act”), and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. We have implemented a written charter for our Compensation Committee, available atwww.ftenet.com, which provides that our Compensation Committee is responsible for, among other things:

●reviewing and making recommendations to our Board regarding our compensation policies and forms of compensation provided to our directors and officers;
●reviewing and assisting the Board and Management in enforcing the prohibition on loans by the company to officers and directors;
●reviewing and making recommendations to our Board regarding bonuses for our officers and other employees;
●reviewing and making recommendations to our Board regarding stock-based compensation for our directors and officers;
●annually reviewing and reassessing the adequacy of our Compensation Committee Charter;
●administering our stock option plans in accordance with the terms thereof; and
●such other matters that are specifically delegated to the Compensation Committee by our Board after the business combination from time to time.

The Compensation Committee has the principal responsibility for the compensation plans of the Company, particularly as applied to the compensation of executive officers and directors. The Compensation Committee Charter sets forth the authority and responsibilities of the Committee for the performance evaluation and compensation of the Company’s CEO, executive officers and directors, and significant compensation arrangements, plans, policies and programs of the Company. The Committee has authority to retain such outside counsel, experts and other advisors as it determines to be includednecessary to carry out its responsibilities, including the authority to approve an external advisor’s fees and other retention terms on behalf of the Company. Pursuant to the Compensation Committee Charter, the Company shall provide appropriate funding to the Committee, as determined by the Committee in its capacity as a Committee of the Board, for payment of compensation to any outside advisors engaged by the Committee.

The Compensation Committee annually reviews and approves the corporate goals and objectives relevant to CEO compensation and evaluates the CEO’s performance in light of such goals and objectives. Based on this evaluation the Committee makes and annually reviews decisions regarding: (i) salary paid to the CEO; (ii) the grant of all cash based bonuses and equity compensation to the CEO; (iii) the entering into or amendment or extension of any employment contract or similar arrangement with the CEO; (iv) any CEO severance or change in control arrangement; and (v) any other CEO compensation matters as from time to time directed by the Board. In determining the long-term incentive component(s) of the CEO’s compensation, the Committee considers the Company’s performance and relative stockholder return, the value of similar incentive awards to chief executive officers at companies that the Committee determines comparable based on factors it selects and the incentive awards given to the Company’s CEO in prior years.

The Committee also meets with the CEO each fiscal year to discuss the compensation programs to be in effect for the Company’s executive officers for such fiscal year and to review and approve the corporate goals and objectives relevant to those programs. In light of these goals and objectives, the Committee makes and annually reviews decisions regarding: (i) salary paid to the executive officers; (ii) the grant of cash-based bonuses and equity compensation provided to the executive officers; (iii) performance targets for executive officers; (iv) the entering into or amendment or extension of any employment contract or similar arrangement with the executive officers; (v) executive officers’ severance or change in control arrangements; and (vi) any other executive officer compensation matters as from time to time directed by the Board. In determining the long-term incentive component(s) of the executive officer’s compensation, the Committee considers the Company’s performance and relative stockholder return, the value of similar incentive awards to executive officers at companies that the Committee determines comparable based on factors it selects and the incentive awards given to the Company’s executive officers in prior years.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Patrick O’Hare (Chairman), Christopher Ferguson and Brad Mitchell, each of whom is an independent director as defined in the Company proxy statementNYSE American rules. We have implemented corporate governance guidelines as well as a written charter for considerationour Nominating and Corporate Governance Committee, available atwww.ftenet.com, which provides that our Nominating and Corporate Governance Committee is responsible for, among other things:

●defining the future needs of the Board and overseeing the process by which individuals may be nominated to our Board and its standing committees;
●making recommendations as to the size, functions and composition of our Board and its committees;
●identifying, recruiting, evaluating, approving and nominating potential directors;
●considering nominees proposed by our stockholders;
●establishing and periodically assessing the criteria for the selection of potential directors;
●making recommendations to the Board on new candidates for Board membership;
●Reviewing the Company’s Insider Trading Policy and recommending any changes for approval by the Board;
●overseeing corporate governance matters including educating directors and identifying any potential conflicts of interest;
●recommending that the Board establish special committees as necessary; and
●reviewing annually and reassessing the adequacy of our Nominating and Corporate Governance Committee Charter.

In making nominations, the next annual meeting of its stockholders by submitting their proposalsNominating and Corporate Governance Committee intends to submit candidates who have high personal and professional integrity, who have demonstrated exceptional ability and judgment and who are effective, in conjunction with the other nominees to the CompanyBoard, in a timely manner. Anycollectively serving the long-term interests of the stockholders. In evaluating nominees, the Nominating and Corporate Governance Committee intends to take into consideration attributes such proposal must comply with Rule 14a-8as leadership, independence, interpersonal skills, financial acumen, business experiences, industry knowledge, and must be submitteddiversity of viewpoints.

One of the primary responsibilities of the Nominating and Corporate Governance Committee is to make appropriate recommendations to the Board for the appointment or re-appointment of directors. The Company no later than September 12, 2012.


SEC rules set forthseeks to have directors who, in addition to relevant technical, commercial and securities expertise, meet the highest standards for what stockholder proposalsof personal integrity, judgment and critical thinking, and an ability to work in an open environment with other directors to further the interests of the Company is requiredand its shareholders. In recommending appointments to include in a proxy statement for an annual meeting.

STOCKHOLDERS’ COMMUNICATIONS WITH THE BOARD

Stockholders that want to communicate in writing with the Board, or specifiedthe Committee is mindful of the overall balance of the skills, knowledge and experience of Board members against the current and future requirements of the Company and of the benefits of diversity. The Company recognizes the importance of diversity at all levels of the Company as well as on the Board and considers overall Board balance and diversity when appointing new directors. Board appointments are, in the final analysis, made on merit.

The Company employs multiple strategies in identifying director nominees, including the obtaining of recommendations from security holders, recommendations from current directors, individually,and from the Company’s corporate advisors. The Company also utilizes professional recruitment firms, as may send proposed communicationsbe required, in seeking qualified director nominees. The qualifications of director nominees are evaluated by the Nominating and Corporate Governance Committee to Greg Guilford,determine if the director nominees have the requisite technical and commercial expertise to maintain a proper balance of skills required by the Board. There are no differences in the evaluation of director nominees recommended by security holders. Director nominees are interviewed in depth by the Committee and the Board to further qualify the director nominees and evaluate the personal integrity and character of the candidate.

Board Leadership Structure and Role in Risk Oversight

The Board does not have a policy on whether the offices of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from among the independent directors. Our Board believes that it should have the flexibility to make these determinations at 9300 Shelbyville Road, Suite 1020, Louisville, Kentucky 40222.any given time in the way that it believes best to provide appropriate leadership for the Company at that time. Our Board has reviewed our current Board leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, and other relevant factors. Considering these factors, the Company has determined to have the same individual, Michael Palleschi, serve as Chief Executive Officer and Chairman of the Board. The proposed communication will be reviewed byBoard does not have nor has it appointed a lead independent director.

The Board administers its risk oversight function directly and through the Audit Committee. The Board and the Audit Committee and legal counsel. Ifregularly discuss with management the communication is appropriate and serves to advance or improveCompany’s major risk exposures, their potential financial impact on the Company, and the steps taken to monitor and control those risks.

Director Independence

The Board has determined that Patrick O’Hare, Luisa Ingargiola, Christopher Ferguson and Brad Mitchell are independent as that term is defined in the listing standards of the NYSE American. In making these determinations, our Board has concluded that none of our independent directors has an employment, business, family or its performance, contains no objectionable material or language,other relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Michael Palleschi is not unreasonable in length, is directly applicable to the businessconsidered independent because of his role as Chief Executive Officer of the Company, itand Fred Sacramone is expected thatnot considered independent because of his role as President of Benchmark Builders, Inc., our wholly owned-subsidiary. We expect our independent directors to meet in executive session (without the communication will receive favorable consideration for presentationparticipation of executive officers or other non-independent directors) at least two times each year, and the independent directors may appoint an independent director to preside over each such meeting of independent directors.

Board Meetings

The Board held two meetings (including regularly scheduled and special) during the fiscal year ended December 31, 2017. Each incumbent director attended greater than seventy-five percent (75%) of the aggregate of the total number of meetings of the Board or appropriate director(s)(held during the period for which each director has been a director) and the total number of meetings held by all committees of the board on which each director served (during the period for which each director has been a director).


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Board encourages all of its members to attend its Board meetings.

Compliance with Section 16(a) of the SecuritiesExchange Act

Section 16(a) of the Exchange Act of 1934, as amended, requires thean issuer’s officers and directors, executive officers, and persons who own more than 10ten percent (10%) of a registered class of a company’s equity securities, to file with the SEC initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5) of such class of equity securities. Such officers,with the SEC. Officers, directors, and greater than 10ten percent shareholders of a company(10%) stockholders are required by SEC Regulationsregulation to furnish usthe Company with copies of all such Section 16(a) reports thatforms they file.


To our knowledge, based solely on a review of the copies of such reports furnished to us, we believe that all reports under Section 16(a) filing requirements applicablerequired to be filed by our officers and directors and greater than ten percent (10%) beneficial owners were timely filed.

Code of Ethics

Effective January 5, 2015, the Board adopted a Code of Business Conduct and Ethics with the purpose of assuring that all employees and officers of the Company and its subsidiaries understand and adhere to high ethical standards of conduct. A copy of the Code of Business Conduct and Ethics is available on the Company website atwww.ftenet.com. We have also adopted an Insider Trading Policy that applies to all directors, officers, and employees.

Indemnification of Directors and Officers

Our directors and executive officers are indemnified as provided by the Nevada law and our Bylaws. These provisions state that our directors may cause us to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, and reasonably incurred by him/her as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of our board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise. We have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

EXECUTIVE OFFICERS

General

Certain information concerning our executive officers who are not Nominees as of the date of this Proxy Statement is set forth below. Each officer of the Company shall be elected by the Board, may be classified by the Board as an executive officer or a non-executive officer (or as a non-officer) at any time, and shall serve at the pleasure of the Board. None of our executive officers or directors is related by blood, marriage or adoption.

NameAgeTitles
David Lethem60Chief Financial Officer (Principal Financial and Accounting Officer)
Lynn Martin50Chief Operating Officer

A brief biography of the executive officer who is not also a Nominee is set forth below:

David Lethem, Chief Financial Officer

Mr. Lethem currently serves as the Chief Financial Officer of FTE. He was appointed to this role in June 2014. Mr. Lethem joined FTE in April 2014 as Vice President of Corporate Compliance. Prior to joining FTE, Mr. Lethem was the Director of Finance and Audit for Audit Management Solutions, Incorporated from November of 2007 to April 2014. He was responsible for the financial, operational, and audit management of both public and private companies working in the banking, telecommunications, mobile marketing, manufacturing, and finance sectors. Additionally, his experience during that time involved reverse mergers, SEC compliance, international operations, and technical accounting matters. Mr. Lethem earned his Bachelor of Arts at the University of Dubuque and MBA from California Coast University. His is also holds the following certifications, CIA and CRMA.

Lynn Martin, Chief Operating Officer

Mr. Martin currently serves as the Chief Operating Officer of FTE Networks, Inc. since being appointed in September 2016. Prior to joining FTE, Mr. Martin was Senior Vice President of the communications, software, and technology division of Nexius where he was responsible for growing the business by delivering end-to-end network solutions for emerging technologies, such as Open Source/NFV/SDN and infrastructure services that provided relevant value to customers and helped them to optimize their businesses. Mr. Martin also served as Executive Director of Telcordia Technologies, managing the company’s next generation software product line, a senior strategist in Accenture’s Network Practice, and as Vice President of Operational Integration and Process Management at Level 3 Communications for more than 10 years.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of our officers has been involved in any legal proceeding that is material to the evaluation of their ability or integrity relating to any of the items set forth under Item 401(f) of Regulation S-K. None of the officers is a party adverse to the Company or any of its subsidiaries in any material proceeding, or has a material interest adverse to the Company or any of its subsidiaries.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

The following table sets forth certain information with respect to compensation for the years ended December 31, 2017 and 2016 earned by or paid to our chief executive officer and our two most highly compensated executive officers, other than our chief executive officer, whose total compensation exceeded US$100,000 (the “named executive officers”).

Summary Compensation Table

Name and Principal    Salary  Bonus  Stock awards  Stock options  Non-equity incentive plan compensation  

Nonqualified deferred compensation

earnings

  All other compensation  Total 
Position Year  $  $  $  $  $  $  $  $ 
Michael Palleschi,  2017   255,961   -   298,193   -   -   -   -   554,154 
Chief Executive Officer  2016   288,010   -   97,099   -   -   -   -   385,109 
                                     
David Lethem,  2017   166,154   -   86,666   -   -   -   -   252,820 
Chief Financial Officer  2016   118,846   -   97,099   -   -   -   -   118,846 
                                     
Lynn Martin,  2017   271,154   -   94,000   -   -   -   -   355,154 
Chief Operating Officer  2016   152,885   -   6,992   -   -   -   -   159,877 

Employment Agreements

On June 13, 2014, FTE Networks, Inc. entered into an employment agreement with Michael Palleschi to serve as our Chief Executive Officer (“CEO”) in consideration of a salary of $250,000 per year, with standard employee insurance and other benefits. The employment agreement began on June 13, 2014 and ends on June 13, 2017, after which it may be renewed on a year to year basis, until terminated by either party with 30 days written notice. On October 26, 2015, the employment agreement was amended to extend the term of Mr. Palleschi’s employment through June 13, 2024.

On June 2, 2014, FTE Networks, Inc. entered into an employment agreement with David Lethem to serve as our Chief Financial Officer (“CFO”) in consideration of a salary of $120,000 per year with standard employee insurance and other benefits. The employment agreement ends on June 2, 2017, with automatic one-year extensions.

On September 27, 2016, FTE Networks, Inc. entered into an employment agreement with Lynn Martin to serve as our Chief Operating Officer (“COO”) in consideration of a salary of $250,000 per year with standard employee insurance and other benefits. The employment agreement ends on September 27, 2019.

Outstanding Equity Awards at Last Fiscal Year End

The following table sets forth all outstanding equity awards held by our named executive officers as of December 31, 2017.

Option AwardsStock Awards
NameNumber of
Securities
Underlying
Exercisable
Options
(#)		Number of
Securities
Underlying
Unexercisable
Options
(#)		Omnibus
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		Option
Exercise
Price
($)		Option
Expiration
Date		Number
of Shares
of Units of
Stock that
have not
Vested
(#)		Market
Value of
Shares or
Units of
Stock that
have not
Vested
($)		Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that have
not Vested
(#)		Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that have
not Vested
($)
Michael Palleschi,
Chief Executive Officer---------
David Lethem,��
Chief Financial Officer---------
Lynn Martin,
Chief Operating Officer---------

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or the Compensation Committee.

Director Compensation

The following table sets forth the compensation earned by each non-executive director for the year ended December 31, 2017. As an executive director, Mr. Palleschi did not receive any compensation for his service as a director.

Name 

Fees

earned

or paid

in cash

($)

  

Stock

awards

($)

  

Option

awards

($)

  

Non-equity incentive

plan compensation

($)

  

Change in

pension valued and

nonqualified deferred compensation earnings

($)

  

All other compensation

($)

  Total
($)		 
Luisa Ingargiola  20,000   2,500   -   -   -   84,000   106,500 
Patrick O’Hare  10,000   2,500   -   -   -   -   22,500 
Brad Mitchel  10,000   2,500   -   -   -   -   22,500 
Chris Ferguson  -   2,500   -   -   -   84,000   86,500 
Fred Sacramone  -   -   250,000   -   -   250,000   500,000 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

The following discussion relates to types of transactions involving our company and any of our executive officers, directors, director nominees or five percent (5%) stockholders, each of whom we refer to as a “related party.” For purposes of this discussion, a “related-party transaction” is a transaction, arrangement or relationship:

●   in which we participate;

●   that involves an amount in excess of the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years; and

●   in which a related party has a direct or indirect material interest.

From January 1, 2017 through the date of this Annual Report on Form 10-K, there have been no related-party transactions, except for the executive officer and greaterdirector compensation arrangements described in the section “Executive Compensation” and as described below.

Guarantees/Related Party Advances

The CEO provided cash advances witnessed by interest-bearing notes totaling $0 and $536,000, as of September 30, 2018 and December 31, 2017, respectively, and provided cash advances totaling approximately $0 and $80,000, as of September 30, 2018 and December 31, 2017, respectively. Additionally, the CEO provided a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records, the CEO is personally liable for the payment of the entire amount of the open credit obligation, which was approximately $0 and $12,000 as of September 30, 2018 and December 31, 2017, respectively.

Additionally, we entered into several secured equipment financing arrangements with total obligations of approximately $47,000 and $345,000 as of September 30, 2018 and December 31, 2017, respectively, that required the guaranty of a company officer, which was provided by him.

The CFO provided an unsecured, interest-bearing note totaling $150 during the year ended December 31, 2017. The balance on the note was approximately $0 and $80,000 as of September 30, 2018 and December 31, 2017, respectively. Additionally, the CFO personally guaranteed several secured equipment financing arrangements with total obligations of approximately $69,000 and $562,000 as of September 30, 2018 and December 31, 2017, respectively.

The CFO also provides a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in our books and records, the CFO is personally liable for the payment of the entire amount of the open credit obligation, which was approximately $0 and $14,000 at September 30, 2018 and December 31, 2017, respectively.

Mr. Chris Ferguson, a member of the Board of Directors, has provided cash advances totaling approximately $147,000 as of September 30, 2018 and December 31, 2017.

Benchmark Notes

On April 20, 2017, we issued Series A convertible promissory notes, in the aggregate principal amount of $12,500,000 to the former owners of Benchmark and significant shareholders of our company, maturing on April 20, 2019. Interest is computed at the rate of 5% percent per annum on the outstanding principal, is payable in arrears quarterly, commencing June 30, 2017 by capitalizing it to the outstanding principal amount. Interest expense was approximately $168,000 and $491,000 for the three and nine months ended September 30, 2018, respectively, and approximately $159,000 and $281,000 for the three and nine months ended September 30, 2017, respectively.

On April 20, 2017, we issued Series B Notes in the aggregate principal amount of $30,000,000 to the former owners of Benchmark and significant shareholders of our company, which mature on April 20, 2020. Interest is computed at the rate of 3% per annum on the outstanding principal is payable in arrears quarterly, commencing June 30, 2017 by capitalizing it to the outstanding principal amount. Interest expense was approximately $236,000 and $694,000 for the three and nine months ended September 30, 2018, respectively, and approximately $228,000 and $403,000 for the three and nine months ended of September 30, 2017, respectively.

On April 20, 2017, we issued Series C Notes in the aggregate principal amount of $7,500,000 to the former owners of Benchmark and significant shareholders of our company, one of whom is a director, which matured on October 20, 2018. Interest computed at the rate of 3% per annum on the outstanding principal, was payable in arrears quarterly, commencing June 30, 2017 by capitalizing it to the outstanding principal amount. Interest expense was approximately $37,000 and $129,000 for the three and nine months ended September 30, 2018, respectively, and approximately $55,000 and $97,000 for the three and nine months ended of September 30, 2017, respectively. The Series C Notes have been repaid in full as of the date of this Proxy Statement.

Total related party notes consisted of the following:

  September 30, 2018  December 31, 2017 
CEO and Board Member Cash Advance $379,000  $1,043,000 
CFO  —   80,000 
Series A Notes  13,433,000   12,942,000 
Series B Notes  31,327,000   30,633,000 
Series C Notes  4,882,000   7,403,000 
   50,021,000   52,101,000 
Less: current portion  (18,334,000)  (8,526,000)
Less: discount on related party notes  (3,224,000)  (5,045,000)
Total related party notes $28,463,000  $38,530,000 

Policies and Procedures for Related Party Transactions

Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of such persons’ immediate family members or affiliates, in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years must first be presented to our Audit Committee for review, consideration and approval. All of our directors, executive officers and employees will be required to report to our Audit Committee any such related party transaction. In approving or rejecting the proposed agreement, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our Audit Committee will approve only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our Audit Committee determines in the good faith exercise of its discretion.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning beneficial ownership of shares of our Common Stock with respect to (i) each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, (ii) each director of our company, (iii) the executive officers of our company, and (iv) all directors and officers of our company as a group. Unless otherwise indicated or the table or the footnotes below, the address for each beneficial owner is c/o FTE Networks, Inc., 999 Vanderbilt Beach Boulevard, Suite 601 Naples FL 34108.

Beneficial ownership is determined in accordance with the rules of SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of November 12, 2018 are deemed to be beneficially owned by the person holding such securities and for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Name of Beneficial Owner Common Stock Beneficially
Owned(1)		  

%

of

Class

 
Directors and Officers        
Michael Palleschi, Chief Executive Officer and Chairman of the Board  747,602(2)  6.1%
David Lethem, Chief Financial Officer  473,071   3.9%
Lynn Martin, Chief Operations Officer  62,413   *%
Chris Ferguson, Director  2,200   *%
Luisa Ingargiola, Director  467,251   3.8%
Patrick O’Hare, Director  467,251   3.8%
Brad Mitchell, Director  233,826   1.9%
Fred Sacramone, Director  356,513   2.9%
All Directors and Officers as a group (8 persons)  2,810,127   23.1%
         
5% Shareholders        
5G Investments, LLC(3)  1,138,150   9.3%
Brian McMahon(4)  713,026   5.9%
TLP Investments, LLC  905,770   7.4%
Lateral Investment Management(5)  809,242   6.6%

* Less than 10 percent beneficial owners were met.


FORM 10-K

1%.

(1)Based on 12,173,173 shares of our Common Stock, as disclosed in our quarterly report on Form 10-Q for the period ended September 30, 2018.
(2)Excludes shares of preferred stock registered in the name of Mr. Palleschi, which are convertible into 1,890,519 shares of common stock and are entitled to vote together with the holders of our common stock.
(3)The address for Laidlaw & Co. (UK), LTD 546 5th Avenue 23rd Floor, New York, New York 10036
(4)Brian McMahon is a Principal and co-founder of Benchmark Builders, Inc., our wholly-owned subsidiary.
(5)The Lateral Entities are comprised of Lateral FTE Feeder, LLC and Lateral US Credit Opportunities Fund, L.P., Lateral BVM Feeder LLC. The Address for Lateral Entities is 1825 S. Grant Street, Suite 210, San Mateo, CA 94402.

We know of no arrangements, including pledges, by or among any of the forgoing persons, the operation of which could result in a change of control of us.

OTHER MATTERS

Delivery of Documents to Stockholders Sharing an Address

Only one Proxy Statement is being delivered to two or more security holders who share an address, unless the Company has received contrary instruction from one or more of the security holders. The Company will promptly deliver, upon written or oral request, a separate copy of the Proxy Statement to a security holder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Proxy Statement, or if in the future you would like to receive multiple copies of information or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct the Company, by writing to us at 999 Vanderbilt Beach Rd., Suite 601, Naples, Florida 34108 or by telephone at877-850-4308.

Submission of Stockholder Proposals

If you wish to have a proposal included in our proxy statement and form of proxy for next year’s annual meeting in accordance with Rule 14a-8 under the Exchange Act, your proposal must be received by us at our principal executive offices on or before December [●], 2019 (unless the date of the 2019 annual meeting of stockholders is not within thirty (30) days of December 26, 2018, in which case the proposal must be received no later than a reasonable period of time before we begin to print and send our proxy materials for our 2019 annual meeting). A proposal which is received after that date or which otherwise fails to meet the requirements for stockholder proposals established by the SEC will not be included. The submission of a stockholder proposal does not guarantee that it will be included in the proxy statement.

Stockholder Communications

The Board welcomes communications from our stockholders. Stockholders who wish to communicate with the Board, or to the independent directors of the Board, may send a letter to Luisa Ingargiola, Chairman of the Audit Committee, at 999 Vanderbilt Beach Rd., Suite 601, Naples, Florida 34108. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication.” All such letters should identify the author as a security holder. All such letters will be reviewed by Ms. Ingargiola and submitted to the entire Board, or to an executive session of the independent directors, as applicable, no later than the next regularly scheduled Board meeting.

Interest of Officers and Directors in Matters to Be Acted Upon

No person who has been a director or executive officer of the Company at any time since the beginning of our fiscal year, and no associate of any of the foregoing persons has any substantial interest, direct or indirect, in any matter to be acted upon.

Dissenters’ Rights of Appraisal

Under the Nevada Revised Statutes and the Company’s Articles of Incorporation, as amended, stockholders are not entitled to any appraisal or similar rights of dissenters with respect to any of the proposals to be acted upon at the Meeting.

Annual Report

A copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2011 filed on December 12, 2011, accompanies this proxy statement. The Company’s Annual Report does not form any part of the material for solicitation of proxies.


14

Any stockholder who wishes to obtain a copy of the Company’s annual report on Form 10-K for fiscal 2011,31, 2017, which includes financial statements and financial statement schedules, and is required to behas been filed with the Securities andSEC pursuant to the Exchange Commission,Act, is being mailed to you along with this Proxy Statement. Additional copies of this Proxy Statement and/or the Annual Report, as well as copies of any Quarterly Report may send abe obtained without charge upon written request to Greg Guilford, Beacon Enterprise Solutions Group,FTE Networks, Inc. at 999 Vanderbilt Beach Rd., 9300 Shelbyville Road, Suite 1020, Louisville, Kentucky 40222.

OTHER BUSINESS

The Board is not aware of any other matters to be presented601, Naples, Florida 34108, or on the SEC’s internet website at the Annual Meeting other than those set forth herein and routine matters incident to the conduct of the meeting. If any other matters should properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy, or their substitutes, intend to vote on such matters in accordance with their best judgment.

http://www.sec.gov.

 By Order of the Board of DirectorsBY ORDER OF THE BOARD OF DIRECTORS
 
November 28, 2018/s/ Michael Palleschi
 
/s/ S. Scott Fitzpatrick
Michael Palleschi
 
S. Scott Fitzpatrick
Principal FinancialChief Executive Officer
Louisville, Kentucky
January 10, 2012 and Chairman of the Board

15

BEACON ENTERPRISE SOLUTIONS GROUP, INC.
PROXY FOR 2012 ANNUAL MEETING OF STOCKHOLDERS

This Proxy is Solicited on Behalf

APPENDIX A

Proposed Amendment to the Articles of Incorporation

Article IV of the Boardarticles of Directors of Beacon Enterprise Solutions Group, Inc.


The undersigned stockholder hereby appoints Bruce Widener and S. Scott Fitzpatrick, and each of them or either one of them, with full power to appoint his substitute, attorneys and proxies to representincorporation is amended by deleting the undersigned stockholder and to vote and act with respect to all shares of Common Stock of Beacon Enterprise Solutions Group, Inc. (“Beacon”), held of record by the undersigned on December 21, 2011, at the Annual Meeting of Stockholders of Beacon to be held on February 3, 2012 at 5:00 P.M., local time, at 9300 Shelbyville Road, Louisville, Kentucky 40222, and at any adjournment or postponementprovisions of that meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE GIVEN. UNLESS OTHERWISE SPECIFIED, THE PROXY WILL BE VOTED FOR ELECTION OF THE INDIVIDUALS NOMINATED AS DIRECTORS AND FOR APPROVAL OF PROPOSAL 2.

(Continuedarticle and to be signed, on the reverse side)
Address Change/Comments (Mark the corresponding box on the reverse side)

—FOLD AND DETACH HERE—

Dear Stockholder:

Beacon Enterprise Solutions Group, Inc. encourages you to take advantage of convenient ways by which you can vote your shares. You can vote your shares electronically via e-mail. This eliminates the need to return the proxy card.

To vote your shares electronically you must e-mail a completed and signed pdf copy of your proxy card tosubstituting the following e-mail address: www.proxyvote.comprovision:

IV.Directors. Type "Beacon Enterprise Solutions Group, Inc."Directors shall hold office from the close of the annual meeting for a term of three years, or until their successors have been elected and qualified or appointed. Provided that at least one-fourth in number of the subject line.


Your electronic vote authorizesdirectors of the named proxies in the same manner as if you marked, signed, dated and returned the proxy card.

If you choose to vote your shares electronically, there is no need for you to mail back your proxy card.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
16

Please mark
here for address change
[        ]
or comments
SEE REVERSE SIDE.
THE BOARD OF DIRECTORS OF BEACON UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE FOLLOWING PROPOSAL:
1. The proposal to elect the three directors named below (the “Nominees”), to serve as members of Beacon’s Board of Directors, to serve until the next Annual Meeting of Stockholders of Beacon and until their successors are duly elected and qualified.
Nominees:

01.  Bruce Widener.
02.  J. Sherman Henderson III
03.  John D. Rhodes III
¨
FOR all Nominees listed above (except as marked to the contrary below)
¨
Withhold Authority to vote for all Nominees listed above
Instructions: To withhold authority to vote for any individual Nominee, write that Nominee’s name in the following space provided:
2. Ratification of the selection of Marcum LLP as independent registered public accounting firm for our Fiscal Year 2012.

¨FOR¨AGAINST
¨ABSTAIN

3.In their discretion, the Proxies are authorized to vote upon such of the matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

DATED: 
Signature

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY

PROMPTLY USING THE ENCLOSED ENVELOPE

Signature (if held jointly)

This Proxy revokes all prior proxiesCorporation must be elected annually, directors shall be classified with respect to the Annual Meetingtime for which they shall hold office by dividing them into three classes, each class to consist of as nearly as possible, an equal number of directors. With respect to the first election of directors following this amendment to the articles, the directors of the first class shall hold office for an initial term of one year, the directors of the second class for an initial term of two years, and maythe directors of the third class for an initial term of three years. The composition of the three classes shall be revokeddetermined by the directors prior to its exercise.

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNED FOR ESTATES, TRUSTS OR CORPORATIONS, TITLE OR CAPACITY SHOULD BE STATED. IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER.

*FOLD AND DETACH HERE*
VOTE BY E-MAIL OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

E-mail voting is available through 11:59 P.M. Eastern Daylight Time the day prior tofirst election of directors under this amendment. At the close of each annual meeting day.

YOUR E-MAIL VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

17

E-MAIL

www.proxyvote.com
Subject Line:  Beacon Enterprise Solutions Group, Inc.

Use e-mail to vote your proxy. Pdf your proxy cardof the Corporation, the successors to the e-mail address indicated above.

OR

MAIL

Mark, signclass of directors whose terms expire that year shall commence to hold office for a term of three years, or until their successors have been elected and date your proxy card and return itqualified or until earlier resignation or removal. In the event of an increase in the enclosed postage-paid envelope.

IF YOU VOTE YOUR PROXY BY E-MAIL, YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.

You can accessnumber of directors, the Company’s proxy statement, proxy card and Form 10-K annual report onremaining directors shall assign the Internet atnewly created positions to the following website address: https://materials.proxyvote.com/073578

18
appropriate class or classes so that the three classes shall continue to consist of, as nearly as possible, an equal number of directors.