Belpointe PREP LLC

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

**PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Check the appropriate box:

Dear Fellow Unitholders:

Please join us for Belpointe PREP, LLC’s (“Belpointe PREP’s”) annual meeting (the “Annual Meeting”) of unitholders on Friday, December 19, 2024, at 12:00 p.m. at 255 Glenville Road, Greenwich, Connecticut 06831. We ask that unitholders who plan to attend the annual meeting in person please contact Belpointe PREP’s Investor Relations Department at 1-833-828-2721 or via email at IR@belpointeoz.com.

Attached to this letter is a notice of Annual Meeting of unitholders and proxy statement, which describe the business to be conducted at the meeting. We urge you to read the accompanying materials regarding the matters to be voted on at the Annual Meeting and to submit your voting instructions by proxy.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your Class A units by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card or you may vote in person at the Annual Meeting. We encourage you to vote by proxy by Internet, by telephone or by proxy card even if you plan to attend the Annual Meeting. By doing so, you will ensure that your Class A units are represented and voted at the Annual Meeting.

Thank you for your continued support of Belpointe PREP, LLC.

/s/ Brandon E. Lacoff

Brandon E. Lacoff

Chairman of the Board and Chief Executive Officer

Belpointe PREP, LLC

**255 Glenville Road

Greenwich, Connecticut**** 06831**

NOTICE OF ANNUAL MEETING OF UNITHOLDERS

December 13, 2024

To the Unitholders of Belpointe PREP, LLC:

Notice is hereby given that the Annual Meeting of Unitholders (the “Annual Meeting”) of Belpointe PREP, LLC will be held on Friday, December 19, 2024, at 12:00 p.m. at 255 Glenville Road, Greenwich, Connecticut 06831. We ask that unitholders who plan to attend the Annual Meeting in person please contact Belpointe PREP’s Investor Relations Department at 1-833-828-2721 or via email at IR@belpointeoz.com. In these proxy materials, we refer to Belpointe PREP, LLC as the “Company,” “we,” “us” or “our.”

The Annual Meeting will be held for the following purposes:

The Board of Directors of the Company has fixed the close of business on October 30, 2024, as the record date for determining the unitholders having the right to vote at the Annual Meeting or any adjournment thereof. A list of such unitholders will be available for examination by unitholders for any purpose germane to the Meeting during ordinary business hours at the offices of the Company at 255 Glenville Road Greenwich, Connecticut 06831, during the ten days prior to the Annual Meeting.

In accordance with U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials over the Internet, we are mailing to most of our unitholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials. The Notice contains instructions on how to access our proxy materials over the Internet and how to submit a proxy via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials.

Your vote is very important! Whether or not you plan to participate in the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible.

You will find instructions on how to vote on the proxy card attached hereto. Most unitholders vote by proxy and do not attend the Annual Meeting in person. However, as long as you were a unitholder at the close of business on October 30, 2024, you have the right to vote on the proposals being presented at the Annual Meeting, and as such you are invited to attend the Annual Meeting, or to send a representative.

By Order of the Board of Directors

/s/ Brandon E. Lacoff

Brandon E. Lacoff

Chairman of the Board and Chief Executive Officer

Greenwich, Connecticut

October 28, 2024

**Important Notice Regarding the Availability of Proxy Materials for the Unitholder Annual Meeting to be Held on December 13, 2024:**These proxy materials are available on the Internet athttp://onlineproxyvote.com/OZ/. On this site, you will be able to access our proxy materials and our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and all amendments or supplements to the foregoing materials that are required to be furnished to our unitholders.

Belpointe PREP, LLC

**255 Glenville Road

Greenwich, Connecticut 06831

PROXY STATEMENT

FOR

ANNUAL MEETING OF UNITHOLDERS

December 13, 2024

Meeting Details

The enclosed proxy is being solicited on behalf of the Board of Directors (the “Board”) of Belpointe PREP, LLC (the “Company” “we,” “us,” or “our”) for use at the Annual Meeting of unitholders (the “Annual Meeting”) to be held on December 13, 2024 at 255 Glenville Road, Greenwich, Connecticut 06831, at 12:00 p.m., or at such other time and place to which the Annual Meeting may be adjourned. We ask that unitholders who plan to attend the Annual Meeting in person please contact Belpointe PREP’s Investor Relations Department at 1-833-828-2721 or via email at IR@belpointeoz.com.

A list of unitholders entitled to vote at the Annual Meeting will be available for examination by unitholders for any purpose germane to the Annual Meeting during ordinary business hours at the offices of the Company at 255 Glenville Road Greenwich, Connecticut 06831, during the ten days prior to the Annual Meeting.

Voting by Proxy or In Person

Execution and return of a proxy will not affect your right to subsequently attend the Annual Meeting and to vote in person. Any unitholder executing a proxy retains the right to revoke that proxy at any time prior to exercise at the Annual Meeting. A proxy may be revoked by (i) delivery of written notice of revocation to the Company’s Corporate Secretary, (ii) by following the instructions given for changing your vote via the Internet or by telephone, (iii) execution and delivery of a later proxy, or (iv) by attending the Annual Meeting and voting your Class A units in person. If you attend the Annual Meeting and vote in person by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted. A proxy, when executed and not revoked, will be voted in accordance with the instructions set forth therein. In the absence of specific instructions, proxies will be voted by those named in the proxy “FOR” the election as directors of those nominees named in this proxy statement, “FOR” the approval of each of the other proposals described in this proxy statement, and in accordance with their best judgment on all other matters that may properly come before the Annual Meeting. The names of the nominees are listed on the proxy. If you wish to grant authority to vote for the nominees, check the box marked “FOR.” If you wish to withhold authority to vote for the nominees, check the box marked “WITHHOLD.”

Record Date

Only unitholders of record at the close of business on October 30, 2024, are entitled to notice of, and to vote at, the Annual Meeting. The unit transfer books of the Company will remain open between the record date and the date of the Annual Meeting. On the record date of October 30, 2024, the Company had 3,647,093 Class A units, 100,000 Class B units and one Class M unit outstanding.

Quorum Requirements and Voting Rights

The presence at the Annual Meeting, in person or by proxy, of holders of units representing one-third of the voting power outstanding as of the record date shall constitute a quorum. Each Class A unit entitles the record holder thereof to one vote on any and all matters submitted for the consent or approval of unitholders generally. Each Class B unit entitles the record holder thereof to one vote on any and all matters submitted for the consent or approval of unitholders generally. The Class M unit entitles the record holder thereof to that number of votes equal to the product obtained by multiplying (i) the sum of the of the aggregate number of outstanding Class A units plus the aggregate number of outstanding Class B units, by (ii) 10, on any and all matters submitted for the consent or approval of unitholders on which the holder of the Class M unit has a vote. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions, and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business but will not be counted for purposes of determining whether a matter has been approved.

Items of Business and Required Vote

Assuming the presence of a quorum, the following items of business are scheduled to be voted on at the Annual Meeting:

Approval of the proposed items of business to be voted on at the Annual Meeting require the following votes:

**OUR BOARD RECOMMENDS A VOTE

“FOR” EACH OF PROPOSALS SET FORTH IN THIS PROXY STATEMENT.

Adjournments and Postponements

Any action on the items of business described in this Notice may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

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