Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Unitholders held by Belpointe PREP, LLC on February 3, 2023. The record date for the meeting was December 8, 2022. The Company is an emerging growth company with Class A units (trading symbol: OZ) registered on the NYSE American.
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.
Material Changes and Voting Results
Unitholders approved two proposals at the Annual Meeting. The outstanding unit count as of the record date was 3,454,449 Class A units, 100,000 Class B units, and one Class M unit.
Proposal 1: Election of Class I Directors
Two nominees were elected to serve until the 2025 annual meeting. The Class M unit holder was not entitled to vote on this matter.
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Timothy Oberweger | 279,450 | 403,131 | 3,574 | 1,183,331 |
| Shawn Orser | 277,475 | 405,106 | 3,574 | 1,183,331 |
Proposal 2: Ratification of Independent Auditor
Unitholders ratified the appointment of Citrin Cooperman & Company, LLP, as the independent registered public accounting firm for the fiscal year ended December 31, 2022. There were no broker non-votes on this proposal.
| For | Against | Abstain |
|---|---|---|
| 1,731,250 | 26,611 | 11,625 |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The report is limited to the disclosure of voting outcomes.
Key Facts for Investor Verification
- Verify the voting thresholds required for director election given the high number of "Against" votes relative to "For" votes for the Class I director nominees.
- Confirm the voting rights structure of the Class M unit, which holds voting power equal to ten times the aggregate of Class A and Class B units on specific matters.
- Review the definitive proxy statement on Schedule 14A filed on December 19, 2022, for detailed descriptions of the proposals.
- Note the significant number of broker non-votes (1,183,331) on the director election proposal.