RFMZ Seeks Director Re-election, Reclassification at September 2025 Annual Meeting

TL;DR

**Vote FOR the director nominees; the board is shuffling roles but keeping experienced hands at the helm, signaling stability for RFMZ.**

AI Summary

RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ) 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 purpose of this meeting is the election of Directors to the Board of Directors for RFMZ and seven other RiverNorth funds. Specifically for RFMZ, stockholders will vote to elect two Class II Directors and one Class III Director. J. Wayne Hutchens is nominated for re-election as a Class II Director, while David M. Swanson is nominated for election and reclassification as a Class III Director. Jerry R. Raio, an existing Class III Director, is nominated for election and reclassification as a Class II Director. The Board of each Fund 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 RIV, RMM, RMMZ, RFM, and RFMZ will be paid by the Adviser out of its unitary management fee.

Why It Matters

This DEF 14A filing is crucial for RFMZ investors as it outlines the upcoming board elections, directly impacting the fund's governance and strategic oversight. The re-election and reclassification of directors like J. Wayne Hutchens, David M. Swanson, and Jerry R. Raio will shape the board's composition and potentially influence future fund performance and risk management. For the broader market, this reflects standard corporate governance practices within the closed-end fund sector, highlighting the importance of shareholder participation in director elections. Competitively, strong, experienced board leadership is vital for municipal income funds navigating volatile interest rate environments and credit markets.

Risk Assessment

Risk Level: low — The filing indicates a low risk level as it primarily concerns routine director elections and reclassifications, with the Board unanimously recommending the nominees. There are no proposals for significant structural changes or controversial matters that would introduce immediate financial or operational risk to RFMZ. The reclassification of directors like David M. Swanson and Jerry R. Raio maintains experienced individuals on the board.

Analyst Insight

Investors should review the qualifications of the nominated directors, J. Wayne Hutchens, David M. Swanson, and Jerry R. Raio, to ensure alignment with their investment objectives. Given the Board's unanimous recommendation, a vote FOR the nominees is a straightforward action, but shareholders should still exercise their right to vote by the September 22, 2025 meeting date to ensure quorum and effective governance.

Financial Highlights

total Assets

$X

total Debt

$X

Key Numbers

• September 22, 2025 — Annual Meeting Date (Date when stockholders will vote on director elections)
• August 19, 2025 — Record Date (Date for determining stockholders eligible to vote)
• 11:00 a.m. (Eastern Time) — Annual Meeting Time (Scheduled start time for the Annual Meeting)
• 2 — Class II Directors (Number of Class II Directors to be elected for RFMZ)
• 1 — Class III Director (Number of Class III Directors to be elected for RFMZ)
• 3 — Years (Term length for elected directors)
• 8 — Funds (Total number of RiverNorth Funds participating in the joint meeting)
• (866) 963-5819 — Computershare Toll-Free Number (Contact for voting questions)
• August 29, 2025 — Proxy Mailing Date (Approximate date proxy materials will be mailed to stockholders)
• 360 South Rosemary Avenue, Suite 1420 — Meeting Address (Physical location of the Annual Meeting)

Key Players & Entities

• RiverNorth Flexible Municipal Income Fund II, Inc. (company) — Registrant and Fund holding annual meeting
• RiverNorth Capital Management, LLC (company) — Investment Adviser and location of Annual Meeting
• J. Wayne Hutchens (person) — Nominee for re-election as Class II Director
• David M. Swanson (person) — Nominee for election and reclassification as Class III Director
• Jerry R. Raio (person) — Nominee for election and reclassification as Class II Director
• Marcus L. Collins (person) — Secretary and Chief Compliance Officer of each Fund
• Computershare (company) — Contact for voting process questions
• SEC (regulator) — Securities and Exchange Commission
• $0.0001 (dollar_amount) — Par value per common and preferred share
• West Palm Beach, Florida (location) — Location of the Annual Meeting

FAQ

Industry Context

The filing pertains to closed-end funds, specifically municipal income funds. These funds operate within the regulated investment company sector, aiming to provide income, often tax-exempt, to investors. The competitive landscape involves numerous asset managers offering similar income-focused strategies, with performance often tied to interest rate environments and municipal bond market conditions.

Regulatory Implications

As a registered investment company, RFMZ is subject to SEC regulations, including proxy solicitation rules (Schedule 14A). The election of directors is a core governance requirement. The fund's investment strategy also implies adherence to regulations governing municipal securities and tax-exempt income.

What Investors Should Do

1. Review the proxy statement carefully to understand the proposals, particularly the director nominees and their qualifications.
2. Vote your shares by the deadline to ensure your voice is heard in the election of directors. Voting can be done by mail, as indicated in the proxy materials.
3. Contact Computershare at (866) 963-5819 if you have any questions regarding the proposals or the voting process.

Key Dates

• 2025-09-22: Annual Meeting of Stockholders — Stockholders will vote on the election of Directors to the Board of Directors for RFMZ and seven other RiverNorth funds.
• 2025-08-19: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-08-29: Proxy Mailing Date — Approximate date stockholders will receive proxy materials, allowing them time to review and vote.

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 and information about director nominees. (This document is the proxy statement for the RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ) and related funds, outlining the agenda for the annual meeting.)

Class II Directors

In a staggered board structure, directors are divided into classes, with each class elected for a multi-year term. Class II refers to one specific group of directors whose terms are expiring. (RFMZ is electing two Class II Directors at this meeting, with specific nominees proposed for these positions.)

Class III Director

Similar to Class II Directors, Class III refers to another group of directors in a staggered board structure whose terms are expiring. (RFMZ is electing one Class III Director at this meeting, with a specific nominee proposed.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Stockholders of record on August 19, 2025, are eligible to vote at the Annual Meeting.)

Proxy Statement

A document provided to shareholders before a meeting, containing information about the matters to be voted on, such as director elections, and recommendations from the board. (This document serves as the proxy statement, informing shareholders about the director elections and other business for the Annual Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance data against a prior year. The primary focus is on the upcoming election of directors and the procedural aspects of the annual meeting, rather than a review of financial results.

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
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• fp0095144-1_006.jpg (GRAPHIC) — 82KB
• fp0095144-1_007.jpg (GRAPHIC) — 74KB
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• fp0095144-1_009.jpg (GRAPHIC) — 71KB
• fp0095144-1_010.jpg (GRAPHIC) — 81KB
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• 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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