RiverNorth Funds Seek Board Re-election Amidst Staggered Terms

TL;DR

**RFM's board is shuffling directors for re-election, signaling business as usual and continuity in governance.**

AI Summary

RiverNorth Flexible Municipal Income Fund, Inc. (RFM) is holding a combined Annual Meeting of Stockholders on September 22, 2025, at 11:00 a.m. Eastern Time, at the offices of RiverNorth Capital Management, LLC in West Palm Beach, Florida. The primary agenda for RFM, along with seven other RiverNorth funds, is the election of Directors to its Board. Specifically for RFM, stockholders will elect two Class II Directors and one Class III Director. J. Wayne Hutchens is nominated for re-election as a Class II Director, and Jerry R. Raio, currently a Class III Director, is nominated for election and reclassification as a Class II Director. David M. Swanson, an existing Class II Director, is nominated for election and reclassification as a Class III Director. The Board of RFM unanimously recommends voting FOR the election of these nominees. Stockholders of record as of August 19, 2025, are eligible to vote, with proxy materials mailed around August 29, 2025. Expenses for RFM's proxy solicitation will be paid by the Adviser out of its unitary management fee.

Why It Matters

This DEF 14A filing outlines the routine annual election of directors for RiverNorth Flexible Municipal Income Fund, Inc. (RFM) and its affiliated funds. For investors, the composition of the Board of Directors is crucial as these individuals are responsible for fund oversight, strategic direction, and protecting shareholder interests. The re-election of existing directors, including independent directors J. Wayne Hutchens and David M. Swanson, signals continuity in governance, which can be a stabilizing factor in a competitive closed-end fund market. The reclassification of directors, such as Jerry R. Raio moving from Class III to Class II, reflects internal board management and ensures the staggered three-year terms are maintained across the eight funds.

Risk Assessment

Risk Level: low — The risk level is low because this DEF 14A filing primarily concerns a routine annual election of directors for RiverNorth Flexible Municipal Income Fund, Inc. and its affiliated funds. There are no proposals indicating significant changes in investment strategy, fee structure, or corporate governance that would introduce new or elevated risks. The Board unanimously recommends the election of the specified nominees, suggesting a lack of internal dissent or contested elections.

Analyst Insight

Investors should review the qualifications of the nominated directors, J. Wayne Hutchens, Jerry R. Raio, and David M. Swanson, to ensure they align with their investment philosophy. Given the unanimous board recommendation and routine nature of the election, a vote FOR the proposed nominees is generally advisable for those seeking continuity in fund governance.

Key Numbers

• 2 — Class II Directors (Number of Class II Directors to be elected for RFM)
• 1 — Class III Director (Number of Class III Directors to be elected for RFM)
• 8 — RiverNorth Funds (Total number of funds participating in the joint Annual Meeting)
• September 22, 2025 — Annual Meeting Date (Date of the combined Annual Meeting of Stockholders)
• 3 — Year Term (Length of term for elected directors)
• 11:00 a.m. — Meeting Time (Eastern Time for the Annual Meeting)
• 866-963-5819 — Computershare Toll-Free Number (Contact for voting process questions)

Key Players & Entities

• RiverNorth Flexible Municipal Income Fund, Inc. (company) — Registrant for DEF 14A filing
• RiverNorth Capital Management, LLC (company) — Investment Adviser and host of Annual Meeting
• J. Wayne Hutchens (person) — Nominee for re-election as Class II Director, Independent Director
• David M. Swanson (person) — Nominee for election and reclassification as Class III Director, Independent Director
• Jerry R. Raio (person) — Nominee for election and reclassification as Class II Director, Interested Director
• Marcus L. Collins (person) — Secretary and Chief Compliance Officer of each Fund
• Computershare (company) — Proxy solicitation agent
• SEC (regulator) — Securities and Exchange Commission
• $0.0001 (dollar_amount) — Par value per common and preferred share
• August 19, 2025 (date) — Record date for stockholder voting eligibility

FAQ

Industry Context

The municipal bond fund industry is characterized by its focus on providing tax-advantaged income. Funds like RiverNorth Flexible Municipal Income Fund, Inc. (RFM) operate within this space, competing for investor capital by offering strategies to generate income from municipal securities. The sector is influenced by interest rate environments, municipal credit quality, and tax policy changes.

Regulatory Implications

As a registered investment company, RFM is subject to SEC regulations, including those governing proxy solicitations and director elections. The timely filing of this DEF 14A and adherence to voting procedures are critical for compliance. Changes in tax laws or municipal finance regulations could also impact the fund's investment strategy and performance.

What Investors Should Do

1. Review the proxy statement and vote your shares.
2. Vote by mail or online/phone if available.
3. Contact Computershare with voting questions.

Key Dates

• 2025-09-22: Combined Annual Meeting of Stockholders — Stockholders will vote on the election of Directors. The meeting is scheduled for 11:00 a.m. ET at RiverNorth Capital Management, LLC's offices.
• 2025-08-19: Record Date for Stockholder Eligibility — Stockholders of record on this date are eligible to vote at the Annual Meeting.
• 2025-08-29: Mailing of Proxy Materials — Proxy materials, including the proxy statement and proxy card, will be mailed to eligible stockholders.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders, director nominations, and executive compensation. (This document is the proxy statement for RiverNorth Flexible Municipal Income Fund, Inc.'s annual meeting, outlining the proposals and director elections.)

Class II Directors

In a staggered board structure, directors are divided into classes, with each class elected for a multi-year term. Class II Directors are one such group up for election. (Two Class II Directors are up for election for RFM at the upcoming annual meeting.)

Class III Director

Similar to Class II Directors, Class III Directors represent another group of directors elected for a multi-year term in a staggered board structure. (One Class III Director is up for election for RFM at the upcoming annual meeting.)

Adviser

The entity responsible for managing the fund's investments and operations, in this case, RiverNorth Capital Management, LLC. (The Adviser will pay for the expenses related to the proxy solicitation out of its management fee.)

Proxy Solicitation

The process by which a company or fund requests shareholders to grant them the authority to vote their shares on their behalf at a shareholder meeting. (The DEF 14A is part of the proxy solicitation process to gather votes for the election of directors.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain financial performance metrics to compare against a previous filing. The primary focus is on the election of directors and the procedural aspects of the shareholder meeting, including the date, record date, and mailing of proxy materials.

Key Financial Figures

• $0.0001 — ommon shares with a par value of $0.0001 per share. OPP has two classes of stock

Filing Documents

• fp0095144-1_def14a.htm (DEF 14A) — 366KB
• fp0095144-1_001.jpg (GRAPHIC) — 75KB
• fp0095144-1_002.jpg (GRAPHIC) — 79KB
• fp0095144-1_003.jpg (GRAPHIC) — 75KB
• fp0095144-1_004.jpg (GRAPHIC) — 83KB
• fp0095144-1_005.jpg (GRAPHIC) — 77KB
• fp0095144-1_006.jpg (GRAPHIC) — 82KB
• fp0095144-1_007.jpg (GRAPHIC) — 74KB
• fp0095144-1_008.jpg (GRAPHIC) — 80KB
• fp0095144-1_009.jpg (GRAPHIC) — 71KB
• fp0095144-1_010.jpg (GRAPHIC) — 81KB
• fp0095144-1_011.jpg (GRAPHIC) — 94KB
• fp0095144-1_012.jpg (GRAPHIC) — 101KB
• fp0095144-1_013.jpg (GRAPHIC) — 94KB
• fp0095144-1_014.jpg (GRAPHIC) — 105KB
• fp0095144-1_015.jpg (GRAPHIC) — 97KB
• fp0095144-1_016.jpg (GRAPHIC) — 95KB
• fp0095144-1_017.jpg (GRAPHIC) — 93KB
• fp0095144-1_018.jpg (GRAPHIC) — 95KB
• fp0095144-1_019.jpg (GRAPHIC) — 93KB
• fp0095144-1_020.jpg (GRAPHIC) — 95KB
• 0001398344-25-016671.txt ( ) — 2770KB

From the Filing

DEF 14A 1 fp0095144-1_def14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). [X] Definitive Proxy Statement. [ ] Definitive Additional Materials. [ ] Soliciting Material Pursuant to § 240.14a-12. RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC. RiverNorth Capital and Income Fund, Inc. RiverNorth Opportunities Fund, Inc. RiverNorth Opportunistic Municipal Income Fund, Inc. Rivernorth managed duration municipal income fund, inc. Rivernorth managed duration municipal income fund II, inc. Rivernorth Flexible municipal income fund, inc. RiverNorth Flexible Municipal Income FUnd II, 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): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC. RIVERNORTH CAPITAL AND INCOME FUND, INC. RIVERNORTH OPPORTUNITIES FUND, INC. RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC. RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC. RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC. RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC. RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC. 360 South Rosemary Avenue Suite 1420 West Palm Beach, Florida 33401 NOTICE OF Annual MEETING OF stockholders To be held September 22, 2025 RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (“OPP”), RiverNorth Opportunities Fund, Inc. (“RIV”), RiverNorth Capital and Income Fund, Inc. (“RSF”), RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), RiverNorth Managed Duration Municipal Income Fund, Inc. (“RMM”), RiverNorth Managed Duration Municipal Income Fund II, Inc. (“RMMZ”), RiverNorth Flexible Municipal Income Fund, Inc. (“RFM”), RiverNorth Flexible Municipal Income Fund II, Inc. (“RFMZ” and, together with OPP, RIV, RSF, RMI, RMM, RMMZ, and RFM, the “Funds”) each a Maryland corporation, will host a combined Annual Meeting of Stockholders on September 22, 2025 at the offices of RiverNorth Capital Management, LLC, 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, at 11:00 a.m. (Eastern Time) (the “Annual Meeting” or “Meeting”). The Annual Meeting is being held so that stockholders can consider the following proposals: 1. To elect Directors to the Board of Directors (each a “Board”) of each Fund as outlined below: a. For OPP: to elect two (2) Class II Directors by all stockholders, voting together; and to elect one (1) Class III Director by Preferred Shares only. b. For RIV: to elect two (2) Class II Directors by all stockholders, voting together; and to elect one (1) Class III Director by Preferred Shares only. c. For RSF, to elect two (2) Class II Directors and one (1) Class III Director. d. For RMI, to elect two (2) Class II Directors and one (1) Class III Director. e. For RMM, to elect two (2) Class II Directors and one (1) Class III Director. f. For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director. g. For RFM, to elect two (2) Class II Directors and one (1) Class III Director. h. For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director. 2. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. THE BOARD of directors of each fund UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE APPLICABLE NOMINEES. Stockholders of record of each Fund at the close of business on August 19,

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View this DEF 14A filing on SEC EDGAR