RMMZ Seeks Shareholder Approval for Director Re-elections, Reclassifications

TL;DR

**RMMZ is holding a routine director election, but pay attention to the reclassifications of key directors as board composition directly impacts your investment's future.**

AI Summary

RiverNorth Managed Duration Municipal Income Fund II, Inc. (RMMZ) is holding a combined Annual Meeting of Stockholders on September 22, 2025, to elect directors. This DEF 14A filing outlines the proposal to elect two Class II Directors and one Class III Director for RMMZ, with the Board unanimously recommending a 'FOR' vote. 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, currently a Class III Director, is nominated for election and reclassification as a Class II Director. Stockholders of record as of August 19, 2025, are eligible to vote. The expenses for preparing the Joint Proxy Statement for RMMZ will be paid by RiverNorth Capital Management, LLC out of its unitary management fee. This filing does not contain specific revenue or net income figures, nor does it detail key business changes or strategic outlook beyond the director elections.

Why It Matters

This DEF 14A filing is crucial for RMMZ investors as it details the upcoming director elections, directly impacting the fund's governance and oversight. The re-election of J. Wayne Hutchens and the reclassification of David M. Swanson and Jerry R. Raio will shape the Board's composition and potentially influence future strategic decisions and risk management. For investors, understanding the board's structure and the roles of independent vs. interested directors is key to assessing the fund's accountability and alignment with shareholder interests. The competitive landscape for municipal income funds demands strong, experienced leadership, making these elections a critical point for RMMZ's long-term stability and performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine director elections and reclassifications, with the Board unanimously recommending the nominees. There are no indications of contentious proposals, significant operational changes, or financial distress. The expenses for RMMZ's proxy solicitation are covered by the Adviser's unitary management fee, mitigating direct cost risk to shareholders.

Analyst Insight

Investors should review the backgrounds of the nominated directors, particularly J. Wayne Hutchens, David M. Swanson, and Jerry R. Raio, to ensure their qualifications align with the fund's objectives. Vote 'FOR' the Board's recommended nominees if you are comfortable with the current governance structure and leadership, or consider withholding votes if you believe there's a need for new perspectives on the board.

Key Numbers

• September 22, 2025 — Annual Meeting Date (Date stockholders will vote on director elections)
• August 19, 2025 — Record Date (Date for determining eligible stockholders to vote)
• 11:00 a.m. (Eastern Time) — Meeting Time (Scheduled start time for the Annual Meeting)
• 2 — Class II Directors (Number of Class II Directors to be elected for RMMZ)
• 1 — Class III Director (Number of Class III Directors to be elected for RMMZ)
• 3 — Years (Term length for elected directors)
• 8 — Funds (Number of RiverNorth funds holding a combined annual meeting)
• 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401 — Meeting Location (Physical address of the Annual Meeting)
• (866) 963-5819 — Computershare Toll-Free Number (Contact for stockholder questions regarding voting)
• August 29, 2025 — Proxy Mailing Date (Approximate date proxy materials were first mailed to stockholders)

Key Players & Entities

• RiverNorth Managed Duration Municipal Income Fund II, Inc. (company) — Registrant
• RiverNorth Capital Management, LLC (company) — Investment Adviser
• J. Wayne Hutchens (person) — Nominee for Class II Director, Independent Director
• David M. Swanson (person) — Nominee for Class III Director, Independent Director
• Jerry R. Raio (person) — Nominee for 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 share
• August 19, 2025 (date) — Record date for voting eligibility

FAQ

Industry Context

The filing pertains to a municipal income fund, a segment of the broader asset management industry focused on providing income through investments in municipal bonds. These funds operate within a regulatory framework governed by the SEC and are subject to market risks associated with interest rate fluctuations and credit quality of municipal issuers.

Regulatory Implications

As a registered investment company, RMMZ is subject to the oversight of the SEC. This DEF 14A filing is a mandatory disclosure under the Securities Exchange Act of 1934, ensuring transparency in corporate governance and director elections. Compliance with proxy solicitation rules is critical.

What Investors Should Do

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

Key Dates

• 2025-09-22: Annual Meeting of Stockholders — Stockholders will vote on the election of directors. This is a key governance event for the fund.
• 2025-08-19: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-08-29: Proxy Mailing Date — Indicates when stockholders began receiving 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 to shareholders about matters being voted on at an annual meeting, such as the election of directors. (This document is the DEF 14A filing for RiverNorth Managed Duration Municipal Income Fund II, Inc., outlining the proposals 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 of these specific groups of directors. (The proposal includes electing two Class II Directors for RMMZ.)

Class III Director

Similar to Class II Directors, this refers to another group of directors in a staggered board structure, with their terms up for election. (The proposal includes electing one Class III Director for RMMZ.)

Board of Directors

The governing body of a corporation, elected by shareholders, responsible for overseeing the company's management and strategic direction. (The primary purpose of this filing is to elect members to the Board of Directors for RMMZ.)

Proxy Statement

A document provided to shareholders soliciting their votes on corporate matters, such as director elections, mergers, or other significant proposals. (This DEF 14A filing serves as the proxy statement, detailing the proposals and providing information for stockholders to make informed voting decisions.)

Staggered Board

A board of directors where directors are elected for overlapping terms, meaning only a portion of the board is up for election each year. This is often referred to by the classes of directors (e.g., Class I, II, III). (RMMZ's board is divided into three classes, with Class II directors' terms expiring and up for election.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting focused on director elections and does not contain financial performance metrics like revenue or net income. Therefore, a direct comparison of financial highlights or growth metrics to a previous filing is not possible based on the provided information. The key information relates to the upcoming meeting date, record date, and the specific director nominees and their classifications.

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,

View Full Filing

View this DEF 14A filing on SEC EDGAR