RiverNorth Funds Seek Director Re-election at September 22 Annual Meeting

Ticker: RMM · Form: DEF 14A · Filed: Aug 26, 2025 · CIK: 1771226

Rivernorth Managed Duration Municipal Income Fund, Inc. DEF 14A Filing Summary
FieldDetail
CompanyRivernorth Managed Duration Municipal Income Fund, Inc. (RMM)
Form TypeDEF 14A
Filed DateAug 26, 2025
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$0.0001
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Director Election, Closed-End Fund, Municipal Income, Corporate Governance, Shareholder Meeting

Related Tickers: RMM, OPP, RIV, RSF, RMI, RMMZ, RFM, RFMZ

TL;DR

**Vote FOR the director nominees to maintain board stability and continuity at RiverNorth's municipal income funds.**

AI Summary

RiverNorth Managed Duration Municipal Income Fund, Inc. (RMM) is holding a combined Annual Meeting of Stockholders on September 22, 2025, at 11:00 a.m. Eastern Time, in West Palm Beach, Florida. The primary agenda for RMM, along with seven other RiverNorth funds, is the election of Directors to its Board. Specifically, RMM 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, with his term expiring in 2028. David M. Swanson, currently a Class II Director, is nominated for election and reclassification as a Class III Director, with his term expiring in 2029. 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, and the proxy statement was mailed around August 29, 2025.

Why It Matters

This DEF 14A filing outlines the routine annual election of directors for RiverNorth Managed Duration Municipal Income Fund, Inc. and its affiliated funds. For investors, the re-election of J. Wayne Hutchens and the reclassification of David M. Swanson and Jerry R. Raio to different classes of directors ensures continuity in board oversight and strategic direction. The unanimous recommendation from the Board suggests a stable governance structure, which can be a positive signal in the competitive municipal income fund market. Employees and customers are indirectly impacted by the stability and experience of the board, which guides the fund's long-term strategy and risk management.

Risk Assessment

Risk Level: low — The filing primarily concerns the routine election of directors, with the Board unanimously recommending the proposed nominees. There are no indications of contested elections, significant policy changes, or financial distress. The reclassification of existing directors, such as David M. Swanson and Jerry R. Raio, maintains experienced leadership rather than introducing new, unknown entities.

Analyst Insight

Investors should review the qualifications of the nominated directors, J. Wayne Hutchens, David M. Swanson, and Jerry R. Raio, and vote FOR their election as recommended by the Board to support continuity in fund governance. Participation in the vote, even for a few shares, is important to ensure a quorum and avoid additional solicitation costs.

Financial Highlights

debt To Equity
0.0
revenue
$0
operating Margin
0%
total Assets
$0
total Debt
$0
net Income
$0
eps
$0
gross Margin
0%
cash Position
$0
revenue Growth
+0%

Key Numbers

  • September 22, 2025 — Annual Meeting Date (Date when stockholders will vote on director elections)
  • 11:00 a.m. — Annual Meeting Time (Eastern Time for the combined Annual Meeting)
  • 2 — Class II Directors (Number of Class II Directors to be elected for RMM)
  • 1 — Class III Director (Number of Class III Directors to be elected for RMM)
  • 3 — Year Term (Term length for elected directors)
  • August 19, 2025 — Record Date (Date for determining eligible stockholders to vote)
  • August 29, 2025 — Mailing Date (Approximate date proxy materials were mailed to stockholders)
  • 866-963-5819 — Computershare Toll-Free Number (Contact for voting questions)

Key Players & Entities

  • RiverNorth Managed Duration Municipal Income Fund, Inc. (company) — Registrant for DEF 14A filing
  • 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 share for common and preferred shares
  • August 19, 2025 (date) — Record date for stockholder voting eligibility

FAQ

What is the purpose of the RiverNorth Managed Duration Municipal Income Fund (RMM) Annual Meeting on September 22, 2025?

The primary purpose of the RMM Annual Meeting on September 22, 2025, is to elect Directors to the Board of Directors. Specifically, stockholders will vote to elect two Class II Directors and one Class III Director, as outlined in the DEF 14A filing.

Who are the director nominees for RiverNorth Managed Duration Municipal Income Fund (RMM) in the 2025 election?

For RMM, J. Wayne Hutchens is nominated for re-election as a Class II Director. David M. Swanson is nominated for election and reclassification as a Class III Director, and Jerry R. Raio is nominated for election and reclassification as a Class II Director.

When is the record date for voting at the RiverNorth Managed Duration Municipal Income Fund (RMM) Annual Meeting?

The record date for determining stockholders entitled to notice of and to vote at the RMM Annual Meeting is the close of business on August 19, 2025. Only stockholders holding shares on this date are eligible to cast votes.

How does the Board of Directors recommend stockholders vote on the director elections for RiverNorth Managed Duration Municipal Income Fund (RMM)?

The Board of Directors of each Fund, including RMM, unanimously recommends that stockholders vote FOR the election of the applicable nominees. This recommendation is clearly stated in the DEF 14A filing.

What is the voting requirement for the election of Directors for RiverNorth Managed Duration Municipal Income Fund (RMM)?

For RMM, the affirmative vote of a plurality of the votes cast at the Annual Meeting will be required to elect the specified nominees as Directors, provided a quorum is present. Abstentions or broker non-votes will not be counted as votes cast.

Where will the RiverNorth Managed Duration Municipal Income Fund (RMM) Annual Meeting be held?

The RMM Annual Meeting will be held at the offices of RiverNorth Capital Management, LLC, located at 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401.

Will the RiverNorth Managed Duration Municipal Income Fund (RMM) pay for the proxy solicitation costs?

Yes, for RMM, the expenses incurred in connection with preparing the Joint Proxy Statement and its enclosures will be paid by the Adviser, RiverNorth Capital Management, LLC, out of its unitary management fee.

How many classes of stock does RiverNorth Managed Duration Municipal Income Fund (RMM) have?

RiverNorth Managed Duration Municipal Income Fund (RMM) has one class of stock: common shares with a par value of $0.0001 per share. Unlike some other RiverNorth funds, RMM does not have preferred shares.

What is the term length for the directors elected to the RiverNorth Managed Duration Municipal Income Fund (RMM) Board?

Directors of each class for RMM are elected to serve for three-year terms and until their successors are duly elected and qualify. At each annual meeting, one class of Directors is elected by the stockholders.

How can stockholders of RiverNorth Managed Duration Municipal Income Fund (RMM) vote?

Stockholders of RMM can vote in two ways: by mailing in their proxy cards or in person at the Annual Meeting at the offices of RiverNorth Capital Management, LLC on September 22, 2025.

Industry Context

The RiverNorth Managed Duration Municipal Income Fund, Inc. operates within the closed-end fund sector, specifically focusing on municipal income. This sector is influenced by interest rate environments, municipal credit quality, and tax policy changes. Competitors include other closed-end funds and open-end mutual funds offering similar municipal bond exposure.

Regulatory Implications

As a registered investment company, RMM is subject to SEC regulations, including proxy solicitation rules and governance requirements. The election of directors is a key governance process mandated by these regulations, ensuring shareholder oversight.

What Investors Should Do

  1. Vote on Director Elections
  2. Review Proxy Statement
  3. Contact Computershare for Questions

Key Dates

  • 2025-09-22: Annual Meeting of Stockholders — Stockholders will vote on the election of Directors to the Board.
  • 2025-08-19: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
  • 2025-08-29: Proxy Statement Mailing Date — Indicates when stockholders received the official proxy materials for voting.

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 primary source of information for the upcoming annual meeting of RiverNorth Managed Duration Municipal Income Fund, Inc. (RMM) and its related funds.)
Class II Directors
In a staggered board structure, directors are divided into classes, with each class elected for a different term. Class II Directors are up for election in this cycle. (RMM stockholders will vote to elect two Class II Directors.)
Class III Director
Similar to Class II Directors, Class III Directors are part of a staggered board structure and are up for election in a different cycle. (RMM stockholders will vote to elect one Class III Director.)
Proxy Statement
A document that the SEC requires companies to provide to shareholders before a shareholder meeting. It contains information about the matters to be voted on, such as director elections and executive compensation. (This document outlines the proposals for the RMM annual meeting and provides details on the nominees for the Board of Directors.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or have other rights. (Stockholders of record on August 19, 2025, are eligible to vote at the Annual Meeting.)
Staggered Board
A corporate governance practice where the board of directors is divided into groups (classes), and only one group is elected each year. This provides continuity to the board. (The election of Class II and Class III Directors indicates RMM has a staggered board structure.)

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's filing. The primary focus is on the upcoming election of directors and the associated governance matters, rather than financial results.

Filing Stats: 4,791 words · 19 min read · ~16 pages · Grade level 8.5 · Accepted 2025-08-26 17:01:34

Key Financial Figures

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

Filing Documents

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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