Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Unitholders held by Belpointe PREP, LLC on November 17, 2023. The Company is a Delaware limited liability company with Class A units (trading symbol: OZ) listed on NYSE American. As of the record date of September 26, 2023, the Company had 3,579,511 Class A units, 100,000 Class B units, and one Class M unit outstanding.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results rather than financial performance.
Material Changes and Voting Results
Unitholders approved three proposals at the Annual Meeting. The Class M unit holder possessed significant voting power, entitled to votes equal to ten times the aggregate number of Class A and Class B units on applicable matters.
- Proposal 1: Election of Class II Directors. Martin Lacoff and Ronald Young Jr. were elected. Both received approximately 537,000 to 539,000 votes "For" and approximately 473,000 to 475,000 votes "Against." There were 2,322,476 broker non-votes for each nominee.
- Proposal 2: Ratification of Auditors. The appointment of Citrin Cooperman & Company, LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2023, was ratified. Votes cast were 38,620,010 "For," 103,714 "Against," and 12,283 "Abstain."
- Proposal 3: Authorization of Unit Issuance. Unitholders approved the issuance of up to $750,000,000 of Class A units pursuant to a prospectus dated May 11, 2023. Votes cast were 37,468,902 "For," 230,109 "Against," and 13,120 "Abstain."
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on financial outlook, specific risks, contingencies, or unusual items. The document serves strictly as a disclosure of the voting outcomes.
Investor Verification Checklist
- Verify the voting power structure, specifically the 10x voting weight of the single Class M unit on Proposals 2 and 3.
- Confirm the high volume of broker non-votes (over 2.3 million) on the director elections, which may indicate significant passive holdings.
- Review the definitive proxy statement (Schedule 14A filed October 5, 2023) for detailed biographies of the elected directors and the full terms of the auditor ratification.
- Monitor the Company's future filings for the actual issuance of units under the newly authorized $750 million program.