UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed
by the Registrant [X]
Filed
by a party other than the Registrant [ ]
Check
the appropriate box:
|
[X] |
Preliminary
Proxy Statement |
|
[ ] |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
[ ] |
Definitive
Proxy Statement |
|
[ ] |
Definitive
Additional Materials |
|
[ ] |
Soliciting
Material Pursuant to §240.14a-12 |
RENN
Fund, 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):
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[X] |
No
fee required. |
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[ ] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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(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): |
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(4) |
Proposed
maximum aggregate value of transaction: |
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Total
fee paid: $_____________________ |
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Fee
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Check
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fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule,
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Date
filed: |
RENN
fUND,
INC.
c/o
Horizon Kinetics Asset Management LLC
470
Park Avenue South
New
York, NY 10016
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON SEPTEMBER 14, 2023
SOLICITATION
OF PROXIES
To
the Shareholders of RENN FUND, INC.
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of RENN Fund, Inc., a Texas corporation
(the “Fund”), will be held at the offices of Horizon Kinetics Asset Management LLC, 470 Park Avenue South, 3rd
Floor South, New York, NY 10016 on Thursday, September 14, 2023. The Annual Meeting will also be held in a virtual format
conducted via live audio webcast for the following purposes:
| 1. | to
elect Eric Sites as a Class One Director of the Fund, who is to hold office for a term
of three (3) years or until his successor is elected and qualified; |
| 2. | to
elect Alice Brennan as a Class One Director of the Fund, who is to hold office for a
term of three (3) years or until his successor is elected and qualified; |
| 3. | to
vote on a proposal to declassify the Board of Directors; |
| 4. | to
ratify the appointment by the Fund’s Board of Directors of Tait, Weller & Baker
LLP, as the auditor of the Fund for the fiscal year ending December 31, 2023; |
| 5. | to
transact any and all other business that may properly be presented at the Annual Meeting
or any adjournment(s). |
The
close of business on [ ], has been fixed as the record date for determining shareholders entitled to notice of and to vote at
the Annual Meeting or any adjournment. The enclosed proxy is being solicited on behalf of the Board.
IMPORTANT
NOTICE
The
Annual Meeting is currently scheduled to take place in person, however, out of an abundance of caution and to proactively deal
with potential issues arising from the public health impact of Coronavirus-19 (“COVID”), the Annual Meeting will also
be held in a virtual format conducted via live audio webcast online. The Fund strongly encourages all shareholders who wish to
attend and participate in the Annual Meeting to carefully follow the procedures described herein to ensure they can attend and
participate in the Annual Meeting in person or virtually via live audio webcast online.
In
order to participate in the Annual Meeting, shareholders must register by following this link https://attendee.gotowebinar.com/register/3820016087716899161.
Once registered, an email will be sent containing instructions on how to join the webinar either through the Internet or an audio
connection. We encourage all shareholders to register in advance for the Annual Meeting. Shareholders will be able to listen,
vote, and submit questions from their home or from any location. Questions may also be submitted in advance and emailed to rennfund@horizonkinetics.com.
We
suggest all shareholders submit their votes well in advance of the Annual Meeting. You may vote your shares: (1) by telephone;
(2) via the Internet; or (3) by completing, signing, dating, and returning the accompanying proxy card in the enclosed, self-addressed,
postage-paid envelope. Specific instructions for voting by telephone or via the Internet are on the accompanying proxy card. Prompt
response by our shareholders will reduce the time and expense of solicitation. To ensure proper representation at the Annual Meeting,
please complete, sign, date, and return the proxy card in the enclosed, self-addressed envelope.
You
may revoke your proxy at any time prior to the Annual Meeting. If you decide to attend the Annual Meeting virtually and wish to
change your vote, you may do so by faxing your completed proxy card to (718) 765-8730 at the Annual Meeting. Even if you vote
your shares prior to the Annual Meeting, you still may attend the Annual Meeting either in person or virtually.
By
Order of the Board of Directors
/s/
JAY KESSLEN
Jay
Kesslen
Chief
Compliance Officer
New
York, New York
[
]
RENN
FUND, INC.
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON SEPTEMBER 14, 2023
SOLICITATION
OF PROXIES
This
Proxy Statement is being furnished to the shareholders of RENN Fund, Inc., a Texas corporation (the “Fund”). The Fund’s
Board of Directors is soliciting proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”)
to be held at the offices of Horizon Kinetics Asset Management LLC, 470 Park Avenue South, 3rd Floor South, New York,
NY 10016 on Thursday, September 14, 2023, at 1:00 p.m., Eastern Standard time, and at any adjournment(s). The Annual Meeting will
also be held in a virtual format conducted via live audio webcast. This Proxy Statement is being sent to Shareholders on or about
[ ].
The
accompanying proxy card is designed to permit each shareholder to vote for or against, or to abstain from voting on, the proposals
described in this Proxy Statement (collectively, the “Proposals”). When a shareholder’s executed proxy card
specifies a choice with respect to a voting matter, the shares will be voted accordingly. If no specifications are made, then
the proxy will be voted by the persons serving as proxies at the Meeting FOR the Proposals:
| 1. | to
elect Eric Sites as a Class One Director of the Fund, who is to hold office for a term
of three (3) years or until his successor is elected and qualified; |
| 2. | to
elect Alice Brennan as a Class One Director of the Fund, who is to hold office for a
term of three (3) years or until his successor is elected and qualified; |
| 3. | to
vote on a proposal to declassify the Board of Directors; |
| 4. | to
ratify the appointment by the Fund’s Board of Directors of Tait, Weller & Baker
LLP, as the auditor of the Fund for the fiscal year ending December 31, 2023; |
| 5. | to
transact any and all other business that may properly be presented at the Annual Meeting
or any adjournment(s). |
The
Board of Directors encourages shareholders to participate in the Annual Meeting either in person or virtually by registering in
advance through the following link:
https://attendee.gotowebinar.com/register/3820016087716899161
Once
registered, an email will be sent containing instructions on how to join the webinar either through the Internet or an audio connection.
Shareholders will be able to listen, vote, and submit questions from any location. Questions may also be submitted in advance
and emailed to rennfund@horizonkinetics.com. Executing and returning the accompanying proxy card will not affect a shareholder’s
right to attend the Annual Meeting. Any shareholder who was given a proxy has the right to revoke it at any time before it is
voted by giving written notice of revocation prior to the date of the meeting to Corporate Secretary, RENN Fund, Inc., c/o Horizon
Kinetics Asset Management, LLC, 470 Park Avenue South, 3rd Floor South, New York, NY 10016, by executing and delivering
a later-dated proxy. No revocation notice or later-dated proxy, however, will be effective until received by the Fund at, or prior
to, the Annual Meeting. Revocation will not affect a vote on any matters taken prior to the receipt of the revocation. Mere in
person or virtual attendance at the Annual Meeting will not by itself revoke the proxy.
In
addition to soliciting proxies by mail, officers and Directors of the Fund and officers, directors, and employees of the Adviser
may solicit the return of proxies by personal interview, mail, telephone, and facsimile. These persons will not receive additional
compensation for their services but will be reimbursed for out-of-pocket expenses by Horizon Kinetics Asset Management LLC. After
the date of this Proxy Statement, but prior to the date of the Annual Meeting, the Fund may engage a proxy solicitation firm at
a cost to be negotiated but paid for by Horizon Kinetics Asset Management LLC. Brokerage houses and other custodians, nominees,
and fiduciaries will be requested by the Fund to forward solicitation material to the beneficial owners of shares. Horizon Kinetics
Asset Management LLC will pay all costs of solicitation.
You
may obtain copies of the Fund’s proxy materials and of its Annual Shareholders Report for the year ended December 31, 2022,
from the Fund’s website at https://horizonkinetics.com/products/closed-end-funds/renn/ or you may call EQ, our transfer
agent, at (800) 937-5449, and request that a copy be mailed to you free of charge.
The
Fund’s principal offices are located at 470 Park Avenue South, 3rd Floor South, New York, New York 10016, which
is the current address of Horizon Kinetics Asset Management LLC. Shareholders will be allowed entry into this location or may
participate virtually at the Annual Meeting by following the instructions contained herein.
PURPOSES
OF THE MEETING
At
the Annual Meeting, Shareholders will consider and vote upon the following matters:
| 1. | to
elect Eric Sites as a Class One Director of the Fund, who is to hold office for a term
of three (3) years or until his successor is elected and qualified; |
| 2. | to
elect Alice Brennan as a Class One Director of the Fund, who is to hold office for a
term of three (3) years or until his successor is elected and qualified; |
| 3. | to
vote on a proposal to declassify the Board of Directors; |
| 4. | to
ratify the appointment by the Fund’s Board of Directors of Tait, Weller & Baker
LLP, as the auditor of the Fund for the fiscal year ending December 31, 2023; |
| 5. | to
transact any and all other business that may properly be presented at the Annual Meeting
or any adjournment(s). |
RECORD
DATE AND SHARE OWNERSHIP
The
close of business on [ ], has been fixed as the record date (the “Record Date”) for determining shareholders entitled
to notice of and to vote at the Annual Meeting and any adjournment. At the close of business on [ ], the Fund had outstanding
[7,015,785] shares of common stock held by approximately [ ] registered owners and [ ] beneficial owners.
QUORUM
REQUIRED
A
quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person,
virtually, or by proxy, of the holders of a majority of all the shares entitled to vote at the Annual Meeting will constitute
a quorum. Abstentions will be treated as shares present for quorum purposes. Shares held in street name for which the broker has
not received voting instructions from the record holder and does not have discretionary authority to vote the shares on certain
Proposals (which are considered “Broker Non-Votes” with respect to such Proposals) will be treated as shares present
for quorum purposes.
If
a quorum is not present at the Annual Meeting, the shareholders who are represented may adjourn the Annual Meeting until a quorum
is present. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any Proposal
for which an adjournment is sought, to permit the further solicitation of proxies.
VOTE
REQUIRED
Each
share of common stock of the Fund is entitled to one vote on each matter to be voted upon at the Annual Meeting. The common stock
is the only class of securities of the Fund entitled to vote at the Annual Meeting. A shareholder is entitled to vote all shares
of common stock held of record at the close of business on the Record Date, in person, virtually, or by proxy, at the Annual Meeting.
There are no cumulative voting rights. All votes will be tabulated by the Inspector of Elections appointed for the meeting, who
will separately tabulate affirmative and negative votes, abstentions, and broker non-votes.
Approval
of the election of the Director (Proposal One). The affirmative vote of a majority of the votes cast at the Annual
Meeting is sufficient to independently elect Eric Sites as Director. Broker non-votes, if any, and abstentions will not be considered
votes cast, and therefore will have no effect on the outcome of the election of the nominees.
Approval
of the election of the Director (Proposal Two). The affirmative vote of a majority of the votes cast at the Annual
Meeting is sufficient to independently elect Alice Brennan as Director. Broker non-votes, if any, and abstentions will not be
considered votes cast, and therefore will have no effect on the outcome of the election of the nominees.
Approval
of proposal to declassify the Board of Directors (Proposal Three). The affirmative vote of a majority of the shares present,
in person, virtually, or by proxy, and entitled to vote at the Annual Meeting is required for the declassification of the Board
of Directors. On December 8, 2022, the Board of Directors voted unanimously to proceed with an amendment to the Company’s
Bylaws providing for the declassification of the Board of Directors, subject to shareholder approval, so that the election of
the entire Board is voted upon each year.
Ratification
of the Board’s appointment of auditor of the Fund for the 2023 fiscal year (Proposal Four). The affirmative vote
of a majority of the shares present, in person, virtually, or by proxy, and entitled to vote at the Annual Meeting is required
for the ratification of the selection of the Fund’s independent auditor. An abstention will have the effect of a vote against
the ratification of the appointment of Tait, Weller & Baker LLP, as the Fund’s independent auditor. Shares represented
by broker non-votes, if any, will not be considered entitled to vote on this Proposal, and therefore will not have any effect
on the outcome of the vote to ratify the appointment of the auditor.
Broker-dealers
are prohibited from voting on certain matters for which they have not received voting instructions from the beneficial owners
of shares held in street name. Proxies submitted by brokers are considered “broker non-votes” with respect to such
matters, and the shares represented by those proxies will not be considered entitled to vote on such matters but will be deemed
present at the Annual Meeting for purposes of establishing a quorum. Under applicable stock exchange rules, broker-dealers are
permitted to vote, in their discretion, on certain routine matters, including the election of directors of an investment company,
such as the Fund, registered under the 1940 Act and the ratification of the appointment of auditors. Therefore, the Fund does
not expect that there will be any broker non-votes on Proposal One, Proposal Two, Proposal Three, or Proposal Four.
Additional
solicitation. If there are not enough votes to approve any Proposals at the Annual Meeting, the shareholders who are
present or represented may adjourn the Annual Meeting to permit the further solicitation of proxies. The persons named as proxies
will vote those proxies for such adjournment, unless marked to be voted against any Proposal for which an adjournment is sought
to permit, the further solicitation of proxies. Also, a shareholder vote may be taken on any of the Proposals in this Proxy Statement
prior to any such adjournment if there are sufficient votes for approval of such Proposal.
VOTING
ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE
In
lieu of mailing in the proxy card, shareholders whose shares are registered in their own names may vote either via the Internet
or by telephone. Specific instructions to be followed by any registered shareholder interested in voting via the Internet or by
telephone are set forth on the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate
the shareholder’s identity and to allow shareholders to vote their shares and confirm that their voting instructions have
been properly recorded.
If
your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically over
the Internet or by telephone. A large number of banks and brokerage firms are participating in the Broadridge Investor Communications
Services online program, which provides eligible street-name shareholders the opportunity to vote via the Internet or by telephone.
If your bank or brokerage firm is participating in that program, they will furnish you with a proxy card with instructions. If
your proxy card does not reference Internet or telephone information, please complete and return the proxy card in the self-addressed,
postage-paid envelope provided. To vote in person at the Annual Meeting, you must first obtain a valid legal proxy from your broker,
bank or other agent and then register in advance to attend the Annual Meeting. Follow the instructions from your broker or bank
included with these proxy materials or contact your broker or bank to request a legal proxy form.
After
obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Annual Meeting, you must submit
proof of your legal proxy reflecting the number of your shares along with your name and email address to EQ. Requests for registration
should be directed to proxy@equiniti.com or to facsimile number 718-765-8730. Written requests can be mailed to:
EQ
Attn:
EQ Mail Services
6201
15th Avenue, Brooklyn, NY 11219
Requests
for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on [ ]. You
will receive a confirmation of your registration by email after we receive your registration materials.
You
may attend the Annual Meeting in person or attend virtually. You must register first at https://attendee.gotowebinar.com/register/3820016087716899161.
Once registered, an email will be sent containing instructions on how to join the webinar either through the Internet or an audio
connection. Shareholders will be able to listen, vote, and submit questions from their home or from any location. Questions may
be submitted in advance and emailed to rennfund@horizonkinetics.com. We encourage you to register for the meeting prior
to the start time leaving ample time for the check in.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information known to the Fund with respect to beneficial ownership of the Fund’s common
stock as of [May 31, 2023], for: (i) all persons who are beneficial owners of more than 5% of the outstanding shares of the Fund’s
common stock; (ii) each Director and nominee for Director of the Fund; and (iii) all executive officers and Directors of the Fund
as a group. The Fund has no officers other than the individuals named in the table below.
Name of Beneficial Owners(1) |
Number
of Shares
Beneficially Owned
Directly or Indirectly |
Percent
of
Class |
Russell
Cleveland, Director2 |
[359,618](3) |
[5.13]% |
Murray
Stahl, Director, President,
Chief
Executive Officer, Chairman of the Board and CFO |
[499,963](4) |
[7.13]% |
Eric
Sites, Director |
[2,667] |
[0.04]% |
Alice
C. Brennan, Director |
[1,334] |
[0.02]% |
Douglas
J Cohen |
[0] |
[0.00]% |
Peter
B Doyle |
[13,334](5) |
[0.19]% |
Steven
M Bregman |
[4,934] |
[0.07]% |
Jay
Kesslen |
[34,943.466] |
[0.50]% |
Alun
Williams |
[100] |
[0.001]% |
Russ
Grimaldi |
[400] |
[0.01]% |
All
Directors and Executive Officers as a group
(10 persons)1 |
[781,303.47] |
[13.07]% |
(1) |
The
address of all persons named in the table other than Mr. Cleveland is c/o Horizon Kinetics Asset Management LLC, 470 Park Avenue
South, New York, New York 10016. Mr. Cleveland’s address is c/o RENN Capital Group, Inc., 16660 Dallas Parkway, Suite 2600,
Dallas, Texas 75248. |
|
|
(2) |
Mr.
Cleveland is an “interested person” of the Fund as defined by Section 2(a)(19)
of the 1940 Act by virtue of being a limited partner in the Cleveland Family Limited
Partnership, which owns more than 5% of the Fund’s securities.
|
|
|
(3) |
All
shares are owned by the Cleveland Family Limited Partnership, of which Mr. Cleveland is the managing partner and also a limited
partner. |
|
|
(4) |
These
shares are held by an account for which Mr. Stahl serves as managing member and in which he, along with other shareholders of
Horizon Kinetics Asset Management LLC, owns an interest. Mr. Stahl disclaims beneficial ownership over approximately 80% of the
shares reported as he does not have a pecuniary interest in such shares. |
|
|
(5) |
These
shares are held by Mr. Doyle’s spouse.
|
None
of the above individuals beneficially owns equity securities in registered investment companies within the same Family of Investment
Companies as the Fund. A “Family of Investment Companies” is two or more registered investment companies that share
the same investment adviser and hold themselves out to investors as related companies for purposes of investment and investment
services. The Fund is not currently grouped with any such companies. None of the above individuals directly or indirectly owns
beneficially or of record any class of securities of any entity controlling, controlled by, or under common control with the Adviser,
other than as disclosed above regarding the Fund.
PROPOSAL
ONE and proposal two
ELECTION
OF CLASS ONE DIRECTORS
Pursuant
to the Fund’s Restated Articles of Incorporation and Bylaws, the Board of Directors is to consist of one or more Directors,
the number of which may be increased or decreased from time to time by resolution adopted by a majority of the Board.
The
Board is divided into three classes, and each class normally serves for a three-year term. Under Texas law, procedures are available
to remove Directors even if they are not then standing for re-election. Otherwise, ordinarily only those Directors in a single
class may be changed in any one year. Having a classified Board of Directors may be regarded as an “anti-takeover”
provision by making it more difficult for shareholders to change the majority of Directors and may have the effect of maintaining
the continuity of management.
The
nominees for Class One Directors who receives the majority of the votes cast for the directorship will be elected.
INFORMATION
CONCERNING NOMINEES AND CONTINUING DIRECTOR
Term
of Office. The term of office of the Class One Directors expires at this Annual Meeting. The term of office of the Class
Two Director expires at the Annual Meeting to be held in 2024. The term of office for the Class Three Directors expires at the
Annual Meeting to be held in 2025. The current Class One Directors, Eric Sites and Alice Brennan, are proposed to be re-elected
at this Annual meeting, to serve for a term on three (3) years or until their successor is elected and qualified.
Name(1) |
Position(s)
Held with the Fund,
Principal
Occupation(s) During Past 5 Years, and Other Directorships |
Current
Term
and
Time
Served |
Portfolios
in
Fund Complex(2) Overseen by Director or Nominee |
Interested
Directors: |
Russell
Cleveland (3)
Age
84 |
Director
of the Fund (principal occupation)
Class
Three Director of the Fund
Other
Directorships:
Former
Director of AnchorFree, Inc.
Former
Director of iSatori, Inc., formerly a Portfolio
company
(nutraceutical preparations)
Former
Director of Cover-All Technologies, Inc., a non-
portfolio
public company. (ins SW lic & maint)
Former
Director of Access Plans, Inc. (dir. mail/advert)
Former
Director of BPO Management Services, Inc.
(business
process outsourcing)
Former
Director of CaminoSoft (systems software) |
Annual/Since
1994
Until
2025 Annual Meeting/Since 1994
2012-2018
2003-2015
2003
- 2015
2008
- 2009
2006
- 2011
2004
- 2011 |
One
|
Name(1) |
Position(s)
Held with the Fund,
Principal
Occupation(s) During Past 5 Years, and
Other Directorships |
Current
Term
and
Time
Served |
Portfolios
in
Fund Complex(2) Overseen by Director or Nominee |
Murray
Stahl(4)
Age
69 |
Chairman,
President, CEO of the Fund
Class
Three Director of the Fund
Chairman,
Chief Executive Officer and Chief Investment
Strategist
of Horizon Kinetics LLC (Principal occupation)
Other
Directorships:
Chairman,
the FRMO Corp. (OTC Pink: FRMO)
Director,
Texas Pacific Land Corporation (royalty co.)
Director,
Bermuda Stock Exchange (stock exchange)
Chairman,
Director,
Minneapolis Grain Exchange (commodity exchange)
Director,
MSRH, LLC (investment advisory)
Director,
Winland Electronics, Inc. (environmental monitoring)
Director,
IL&FS Securities Services Ltd (securities market services) |
Annual/Since
2017
Until
2025 Annual Meeting/Since 2017
Annual/Since
1994
Since
2001
Since
2021
Since
2014
Since
2013
Since
2013
2015
- 2020
2008
- 2020 |
Twelve
|
Eric
Sites(4)
Age
44 |
Class
One Director of the Fund
Portfolio
Manager, Horizon Kinetics Asset Management
LLC
(Principal
occupation)
Other
Directorship:
Director,
Bermuda Stock Exchange
Director,
IL&FS Securities Services Ltd (securities market services)
Director,
Canadian Securities Exchange (securities market) |
Until
2023 Annual Meeting/Since 2017
Since
2004
Since
2016
Since
2021
Since
2020 |
One
|
Name(1) |
Position(s)
Held with the Fund,
Principal
Occupation(s) During Past 5 Years, and Other Directorships |
Current
Term
and
Time
Served |
Portfolios
in
Fund Complex(2) Overseen by Director or Nominee |
Independent
Directors:
|
Alice
C. Brennan
Age
70 |
Class
One Director of the Fund
Independent
Consultant (legal and compliance risk
oversight)
(Principal occupation)
Senior
Advisor, Advaita Capital (Investments)
Greenbacker
Renewal Energy Company II (Sustainable Infrastructure Company)
Director,
the FRMO Corp. (OTC Pink: FRMO)
Associate
General Counsel, Chief Compliance Officer &
Chief
Trademark and Copyright Counsel, Verizon
Wireless
(prior principal occupation) |
Until
2023 Annual Meeting/Since 2017
Since
2014
Since
2021
Since
2022
Since
2021
2000-2014 |
One
|
Name(1) |
Position(s)
Held with the Fund,
Principal
Occupation(s) During Past 5 Years, and
Other Directorships |
Current
Term
and
Time
Served |
Portfolios
in
Fund Complex(2) Overseen by Director or Nominee |
Douglas
J. Cohen
Age
61 |
Class
Two Director of the Fund
Chief
Financial Officer, Sunrise Credit Services, Inc.
Accounting
Manager, Wagner & Zwerman, LLP
Senior
Accountant, Leon D. Alpern & Company
Director,
the FRMO Corp. (OTC Pink: FRMO)
Certified
Public Accountant |
Until
2024 Annual Meeting/Since 2022
2005-2022
1997-2005
1985-1997
Since
2021
Since
1994 |
One
|
Steven
M. Bregman
Age
64
Peter
B Doyle
Age
61 |
Co-Portfolio
Managers
Co-Portfolio
Manager of the Fund
President
and Co-Founder, Horizon Kinetics LLC (Principal occupation)
President
and CFO, FRMO Corp.
Director,
Winland Electronics
Co-Portfolio
Manager of the Fund
Managing
Director and Co-Founder, Horizon Kinetics LLC, President of Kinetics Mutual Funds, Inc., (Principal Occupation)
Vice
President, FRMO Corp.
Senior
Investment Officer, Bankers Trust Company
|
Since
2021
Annual/Since
1994
Since
2001
Since
2020
Since
2021
Annual/Since
1994
Since
2001
1985-1994 |
Four
Seven
|
| (1) | The
address of all persons named in the table other than Mr. Cleveland is c/o Horizon Kinetics Asset Management LLC, 470 Park Avenue
South, New York, New York 10016. Mr. Cleveland’s address is c/o RENN Capital Group, Inc., 16660 Dallas Parkway, Suite 2600,
Dallas, Texas 75248. |
| (2) | The
term “Fund Complex” means all 1940-Act-registered investment funds, or separate portfolios of such a fund, which share
a common investment adviser (or have investment advisers that are affiliated persons) or which hold themselves out to investors
as related companies for purposes of investment and investment services. The Fund is not grouped into a Fund Complex with other
1940-Act-registered investment funds. |
| (3) | Mr.
Cleveland is currently considered an “interested person” of the Fund as defined by Section 2(a)(19) of the 1940 Act
by virtue of being a limited partner in the Cleveland Family Limited Partnership, which owns more than 5% of the Fund’s
securities. |
| (4) | Horizon
Kinetics Asset Management LLC is the investment adviser to the Fund and Mr. Stahl and Mr. Sites are “interested persons”
of the Fund as defined in Section 2(a)(19) of the 1940 Act by virtue of being officers and directors of Horizon Kinetics Asset
Management LLC, and in Mr. Stahl’s case, a director and beneficial owner of outstanding securities of Horizon Kinetics Asset
Management LLC. |
The
following table sets forth information about the dollar range of equity securities owned by Mr. Cleveland and each Director in
the Fund and, on an aggregate basis, in any registered investment companies overseen or to be overseen by such person within the
same Family of Investment Companies as the Fund.
Name |
Dollar
Range of Shares in Fund |
Aggregate
Dollar Range of Equity Securities in Funds Overseen by Director or Nominee in Family of Investment Companies(1) |
Interested
Directors: |
Russell
Cleveland |
Over
$100,000 |
Over
$100,000 |
Murray
Stahl |
Over
$100,000 |
Over
$100,000 |
Eric
Sites |
$0-$10,000 |
$0-$10,000 |
Independent
Directors: |
Alice
C. Brennan |
$0-$10,000 |
$0-$10,000 |
Douglas
J. Cohen |
$0-$10,000 |
$0-$10,000 |
Co-Portfolio
Managers: |
Steven
M. Bregman |
$0-$10,000 |
$0-$10,000 |
Peter
B. Doyle |
$10,000-$50,000 |
$10,000-$50,000 |
| (1) | The
term “Family of Investment Companies” means all 1940-Act-registered investment funds that share the same investment
adviser and hold themselves out to investors as related companies for purposes of investment and investment services. The Fund
is grouped into a Family of Investment Companies with no other 1940-Act-registered investment funds. |
Board
Member Attributes. The following is a summary of some of the experience, skills, and attributes that led to the conclusion
that each member should serve as a Director for the Fund:
Russell
Cleveland is a Chartered Financial Analyst with more than 40 years of experience as a specialist in investments in smaller
capitalization companies. A graduate of the Wharton School of Business, Russell Cleveland has served as President of the Dallas
Association of Investment Analysts. He also previously served as the President, Chief Executive Officer, sole Director, and beneficial
shareholder of all of the shares of RENN Capital Group, Inc. (“RENN Group”), the prior investment adviser to the Fund.
Mr. Cleveland is deemed to be a valuable Board member due to his depth of knowledge of the Fund, his business judgment, and extensive
experience in the field of investment management.
Murray
Stahl, the current President, Chief Executive Officer, and Director of the Fund, is a co-founder, Chief Executive Officer,
and Chairman of the Board of Horizon Kinetics Asset Management LLC. He has over 30 years of investing experience and is responsible
for overseeing Horizon Kinetics’ proprietary research. Murray is the Portfolio Manager of the Fund as well as Co-Portfolio
Managers, Steven M. Bregman and Peter Doyle. Murray serves as Horizon Kinetics’ Chief Investment Officer, and chairs the
firm’s Investment Committee, which is responsible for portfolio management decisions across the entire firm. He is also
the Co-Portfolio Manager for a number of registered investment companies, private funds, and institutional separate accounts.
Additionally, Murray is the Chairman and Chief Executive Officer of FRMO Corp. He is also a member of the Board of Directors of
the Texas Pacific Land Corporation, Bermuda Stock Exchange, MSRH, LLC, and the Minneapolis Grain Exchange. Prior to co-founding
Horizon Kinetics, Murray spent 16 years at Bankers Trust Company (1978-1994) as a senior portfolio manager and research analyst.
As a senior fund manager, he was responsible for investing the Utility Mutual Fund, along with three of the bank’s Common
Trust Funds: The Special Opportunity Fund, The Utility Fund, and The Tangible Assets Fund. He was also a member of the Equity
Strategy Group and the Investment Strategy Group, which established asset allocation guidelines for the Private Bank. Murray received
a Bachelor of Arts in 1976 and a Master of Arts in 1980 from Brooklyn College, and an MBA from Pace University in 1985.
Alice
C. Brennan has served as a corporate officer and senior legal executive at global healthcare and technology companies for
more than 20 years and has expertise in corporate risk management, regulatory compliance, corporate governance, and technology/innovation.
Ms. Brennan currently serves as a Senior Advisor for Advaita Capital and a business consultant to expert networks, helping their
clients understand legal and ESG, compliance risk oversight, and technology trends. Ms. Brennan serves on the Board of Directors
for Greenbacker Renewable Energy Company II, a sustainable infrastructure company. Ms Brennan also serves on the Board of Directors
for FRMO Corp, a publicly traded company with interests in Horizon Kinetics.
Previously, Ms. Brennan served as Associate General Counsel and Chief Compliance Officer for Verizon Wireless, and prior to that
was Vice President, Secretary and Chief Compliance Officer for Bristol-Myers Squibb Company. Ms. Brennan received a Bachelor of
Arts from Skidmore College, a Master of Arts from Columbia University and a Juris Doctor from Hofstra Law School. Ms. Brennan
is a NACD Certified Director and a NACD New Jersey Chapter board member.
Eric
Sites is a Vice President at Horizon Kinetics Asset Management LLC. Eric joined Horizon Kinetics in 2004 and is a Portfolio
Manager and Research Analyst for the firm. He serves on the investment team for certain registered investment companies managed
by the investment adviser subsidiaries of Horizon Kinetics, and also serves on the Board of the Bermuda Stock Exchange, where
he is Chair of the New Business Development Committee. Eric is also a member of the Board of Directors of IL&FS Securities
Services Limited, the Bermuda Stock Exchange and the Canadian Securities Exchange. Eric received a BA from Southern Illinois University
in 2000 and an MA from Columbia University, Teachers College in 2002.
Douglas
J. Cohen is an Independent Director of the Fund. Mr. Cohen is
a CPA, previously employed at Sunrise Credit Services, Inc. for 16 year. Prior to this, Mr. Cohen was employed as an Accounting
Manager for Wagner & Zwerman, LLP and a Senior Accountant for Leon D. Alpern & Company. Mr. Cohen is a Director for the
Kinetics Mutual Funds, Inc., where he serves as the Chairman of the Audit Committee and a member of the Pricing Committee. Mr.
Cohen received a Bachelor of Business Economics and Accounting in May of 1984 from the State University of New York at Oneonta.
Steven
M. Bregman is a Co-Portfolio Manager of the Fund. Steven is the President
of Horizon Kinetics LLC and is a co-founder of the Firm. He is a senior member of the Firm’s research team, a member of
the Investment Committee and Board, and supervises all research reports produced by the Firm. As one of the largest independent
research firms, Horizon Kinetics focuses on structurally inefficient market sectors, including domestic spin-offs, global spin-offs
(The Spin-Off Report and (Global Spin-Off Report), distressed debt (Contrarian Fixed Income) and short sale candidates (Devil’s
Advocate), among others. Horizon Kinetics has also taken an interest in creating functionally improved indexes, such as the Spin-Off
Indexes and the Wealth Indexes (which incorporate the owner-operator return variable). Steve is also the President and CFO of
FRMO Corp., a publicly traded company with interests in Horizon Kinetics and is a member of the Board of Directors of Winland
Electronics, Inc. He received a BA from Hunter College, and his CFA® Charter in 1989. Steve has authored a variety of papers,
notably “Spin-offs Revisited: A Review of a Structural Pricing Anomaly” (1996) and “Equity Strategies and Inflation”
(2012).
Peter
B. Doyle is a Co-Portfolio Manager of the Fund. Peter is a Managing Director and co-founder of Horizon Kinetics LLC. He is
a senior member of the research team, and a member of the Investment Committee and the Board. Peter is a Co-Portfolio Manager
for several registered investment companies, private funds, and institutional separate accounts. He is also responsible for oversight
of the Firm’s marketing and sales activities and is the Vice President of FRMO Corp. Previously, Peter was with Bankers
Trust Company (1985-1994) as a Senior Investment Officer, where he also served on the Finance, Utility and REIT Research sub-group
teams. Peter received a BS from St. John’s University and an MBA from Fordham University
Diversity
in Board Members. In selecting nominees for election or re-election to the Board, consideration is given to the presence
on the Board of a broad spectrum of business acumen and personal perspectives. The Fund has members who bring experience in securities
and finance, executive management of corporations, directorships, corporate governance and financial reporting, among others.
The Fund has no policy regarding such, but it intends to keep a diversity of skills and attitudes in its Board makeup, and it
assesses those qualities in any present Director or one who is being considered for nomination to the Board.
Board’s
Role in Risk Management. The Board endeavors to forestall risk by its development of fundamental investment policies
for approval by the shareholders and other policies which are more flexible for the Adviser’s activities on the Fund’s
behalf. The Board is also involved in the assessment and monitoring of risk by virtue of its review of the Fund’s investment
activities, noting whether the portfolio has industry or geographic susceptibilities, by the appointment of the Adviser’s
portfolio managers to directorships on portfolio boards when indicated, and by review of the financial particulars of the Fund,
including any occasions of debt. It also considers the strength of the Adviser’s staff to provide uninterruptible investment
and administrative services to the Fund. The Board feels that its considerable oversight of risk fuses well with the Fund’s
leadership structure.
Board
Structure. Murray Stahl serves as both the Chairman of the Board and the Fund’s Chief Executive Officer, and the
Board has determined that the dual role is appropriate for this Fund. Mr. Stahl is an interested person in the Fund by virtue
of his roles with Horizon Kinetics Asset Management LLC, the Fund’s investment adviser, giving him an additional incentive
for its good performance and protection. He does not receive compensation from the Fund for either role except for his indirect
benefit from Horizon Kinetics Asset Management LLC’s management fee, if any. The appointment of a separate person to serve
as chairman would likely require the Fund to incur additional fee expense for the position, which the Board feels is unwarranted
at this time. While not being named as such, the chairs of the Fund’s Audit and Governance Committees in essence serve as
lead independent Directors. They regularly hold meetings without management present to assess matters concerning financial reporting
and administrative risk and portfolio investment parameters and execution risk, and relay to the Chairman of the Board any concerns
they may have.
Director
Transactions with Affiliates. As of the record date, with the exception of interested Director Murray Stahl, none of
the Directors own any interest in Horizon Kinetics Asset Management LLC, the Fund’s investment adviser, or any person controlling,
controlled by, or under common control with Horizon Kinetics Asset Management LLC; nor has any Director, or a member of his immediate
family, engaged in, or had a material interest in, a transaction or series of similar transactions involving the Fund, RENN Group
or Horizon Kinetics Asset Management LLC which exceeded $120,000 in any fiscal year during the previous five fiscal years of the
Fund; nor is any such transaction being currently considered. Since January 1, 2015, no Director or nominee, or a member of his
or her immediate family, has had a material interest in any material transaction or any currently proposed material transaction
involving the Fund, RENN Group or Horizon Kinetics Asset Management LLC, an officer of the Fund, RENN Group or Horizon Kinetics
Asset Management LLC, a parent, subsidiary or other affiliate of RENN Group or Horizon Kinetics Asset Management LLC (or any officer
of such a parent, subsidiary or affiliate) or any investment company having the same adviser as the Fund (or any officer of such
an investment company).
Legal
Proceedings. There have been no material pending legal proceedings in which any Director or nominee for Director or any
affiliated person of such Director or nominee is a party adverse to the Fund or has a material interest adverse to the Fund or
any of its affiliated persons. Director nominee Eric Sites filed for personal bankruptcy protection under Chapter 13 of the United
States Bankruptcy Code in 2011. The Chapter 13 plan of reorganization was approved by the United States Bankruptcy Court for the
Northern District of Illinois in October 2011, and Mr. Sites was granted a discharge in July 2016.
Additional
information concerning the Directors may be included in the Statement of Additional Information contained in the N-2 registration
statement filed with the SEC by the Fund. This information may be obtained without charge by calling 1-646-291-2300.
Board
Meetings and Committees. The Board of Directors held four meetings during 2020. The Board has established an Audit Committee,
a Nominating and Corporate Governance Committee, and a Pricing Committee. The Board has not established a Compensation Committee
because the Fund has no employees, its officers receive no compensation from the Fund, and the Fund has never issued options or
warrants to officers or Directors of the Fund. All current Directors attended 100% of the meetings held by the Board and all committees
on which such Director served during 2022.
The
Fund does not have a formal policy regarding director attendance at meetings of shareholders. Mr. Stahl, Mr. Sites, and Ms. Brennan
were elected as directors for the first time at the 2017 Meeting. Mr. Cleveland attended and served as chair of the 2017 Meeting.
Mr. Cohen was elected as a director for the first time at the 2022 Meeting.
Audit
Committee. The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight
responsibilities. In 2022, the Audit Committee held two meetings. The primary duties and responsibilities of the Audit Committee
are:
|
● |
to
select and approve the compensation of the Fund’s independent auditors, including those to be retained for the purpose
of preparing or issuing an audit report or performing other audit review or attest services for the Fund; |
|
● |
to
monitor the independence and performance of the Fund’s independent auditors, who report directly to the Audit Committee; |
|
● |
to
oversee generally the accounting and financial reporting processes of the Fund and the audits of its financial statements;
|
|
● |
to
review the reports and recommendations of the Fund’s independent auditors; |
|
● |
to
provide an avenue of communication among the independent auditors, management, and the Board of Directors; and |
|
● |
to
address any matters between the Fund and its independent auditors regarding financial reporting. |
During
2022, the Audit Committee was comprised of two Directors, who currently are Alice C. Brennan and Douglas J. Cohen, each of whom
is an independent director. Herbert M. Chain was on this committee until his resignation from the Board in December of 2022.
The
Audit Committee has a written charter, a copy of which is attached as Appendix B.
SEC
rules recommend that an audit committee have a member who is a “financial expert.” The SEC rules do not require that
an audit committee financial expert have any additional duties, obligations or liabilities, and he is not considered an expert
under the Securities Act of 1933. The Board of Directors determined that Douglas J. Cohen satisfies the standard for “audit
committee financial expert” within the meaning of the rules.
Nominating
and Corporate Governance Committee. The Nominating and Corporate Governance Committee was created in January 2004 and
is responsible for nominating individuals to serve as Directors and to address such governance matters as the Board may request
from time to time.
In
its assessment of each potential nominee for Director, the Committee reviews the nominee’s judgment, experience, independence,
financial literacy, knowledge of emerging growth companies, understanding of the Fund and its investment objectives, and such
other factors as the Committee may determine. The Committee also considers the ability of a nominee to devote the time and effort
necessary to fulfill his or her responsibilities. The Committee has no formal policy regarding the consideration of nominees for
election as directors that may be recommended by shareholders of the Fund but would consider any qualified persons who might be
recommended by shareholders in appropriate circumstances.
During
2022, the Nominating and Corporate Governance Committee held two meetings and is comprised of two independent Directors, who currently
are Alice C. Brennan and Douglas J. Cohen.
The
Nominating and Corporate Governance Committee has a written charter, a copy of which is attached as Appendix A to the Fund’s
proxy statement.
Pricing
Committee. The Pricing Committee held two meetings in 2022 and is comprised of Alice C. Brennan and Douglas J. Cohen.
Director
Compensation. The Fund does not pay any fees to, or reimburse expenses of, its Directors who are considered “interested
persons” of the Fund. Directors who are not interested persons of either the Fund or its investment adviser, Horizon Kinetics
Asset Management LLC, currently receive no fee but are entitled to out-of-pocket expenses for each quarterly meeting attended.
For the fiscal year ended December 31, 2020, the aggregate compensation paid by the Fund to each Director, and the aggregate compensation
paid by any other funds in a Fund Complex with the Fund to each Director, is set forth below:
Name
of Director |
|
Aggregate
Deferred Compensation from Fund |
|
Retirement
Benefits Accrued as Part of Fund Expenses |
|
Estimated
Annual Benefits upon Retirement |
|
Total
2022 Compensation from Fund and Fund Complex(3) |
Russell
Cleveland(1) |
|
$
0 |
|
$
0 |
|
$
0 |
|
$
0 |
Murray
Stahl(2) |
|
$
0 |
|
$
0 |
|
$
0 |
|
$
0 |
Alice
C. Brennan |
|
$
0 |
|
$
0 |
|
$
0 |
|
$
0 |
Herbert
M. Chain |
|
$
0 |
|
$
0 |
|
$
0 |
|
$
0 |
Eric
Sites(2) |
|
$
0 |
|
$
0 |
|
$
0 |
|
$
0 |
(1) | Mr.
Cleveland is an “interested person” as defined by Section 2(a)(19) of the
1940 Act by virtue of being a limited partner in the Cleveland Family Limited Partnership,
which owns more than 5% of the Fund’s securities. |
(2) | Horizon
Kinetics Asset Management LLC is the investment adviser to the Fund and Mr. Stahl
and Mr. Sites are “interested persons” of the Fund as defined in Section
2(a)(19) of the 1940 Act by virtue of being officers and directors of Horizon Kinetics
Asset Management LLC, and in Mr. Stahl’s case, a director and beneficial owner
of outstanding securities of Horizon Kinetics Asset Management LLC. |
(3) | The
term “Fund Complex” means all 1940-Act-registered investment funds, or separate
portfolios of such a fund, which share a common investment adviser (or have investment
advisers that are affiliated persons) or which hold themselves out to investors as related
companies for purposes of investment and investment services. The Fund is not currently
grouped into a Fund Complex with any other such funds. |
Compensation
Committee Interlocks and Insider Participation.
During
the last completed fiscal year of the Fund, no executive officer of the Fund was a director or member of a compensation committee
of any entity of which a member of the Fund’s Board was or is an executive officer.
PROPOSAL
ONE AND TWO
The
Board recommends that the shareholders vote FOR the election of Eric SITES AND aLICE C. BRENNAN As class ONE directorS.
PROPOSAL
THREE
DECLASSIFY
THE BOARD OF DIRECTORS
The
Fund’s Bylaws divide the Board members into three (3) classes. One class is elected at each annual meeting of stockholders,
to hold office for a term beginning on the date of the election and expiring at the third annual meeting of stockholders thereafter.
Upon
the recommendation of our Nominating and Corporate Governance Committee, the Board has determined that it is advisable and in
the best interests of the stockholders to declassify the Board to allow for a vote on the election of the entire Board each year,
rather than on a staggered basis. The term of office for a Director shall be one year (“Term”). Thereafter, at each
annual meeting, the shareholders shall elect the candidates to fill the vacancy of all Directors annually. In the event that the
number of Directors is increased, the Term of office of such added directorships shall be one year. In the event that the number
of Directors is decreased, the remaining Directors shall serve their Term as elected. At each annual election, the persons receiving
a majority of votes shall be the Directors. The Director so elected shall hold office for the Term provided and until his or her
successor is elected and qualified or until his or her earlier death, resignation, disqualification, or removal.
If
the Declassification Amendment becomes effective, commencing at the 2023 annual meeting of shareholders, all directors standing
for election will become subject to election on an annual basis for a one-year term. The division of directors into classes shall
terminate at the 2023 annual meeting of stockholders, with the expiration of the term of the directors elected at the Annual Meeting.
Vacancies which may occur during the year may be filled by the Board and each director so appointed shall serve for a term expiring
at the next election of the class for which such director shall have been chosen, or, following the termination of the division
of directors into classes, for a term expiring at the next annual meeting of stockholders. If the stockholders do not approve
this proposal, then the Board will remain classified, with each class of directors serving a term of three years. Notwithstanding
the foregoing, in all cases, each director will hold office until his or her successor is duly elected, or until his or her earlier
resignation or removal.
THE
BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
DECLASSIFICATION OF THE BOARD OF DIRECTORS.
PROPOSAL
FOUR
RATIFICATION OF APPOINTMENT OF AUDITOR
The
Board of Directors selected Tait, Weller & Baker LLP to audit the Fund for the fiscal year ending December 31, 2022. Tait,
Weller & Baker LLP was appointed as independent auditor to the Fund by Horizon Kinetics Asset Management LLC on April 20,
2017 and also served as the Fund’s independent auditor for the fiscal year ended December 31, 2022. Its selection was approved
by the vote of a majority of the Board of Directors, including a majority of the directors who are not “interested persons”
of the Fund, as defined in the 1940 Act.
Tait,
Weller & Baker LLP performed the Fund’s audit for the fiscal year(s) ended December 31, 2022, and December 31, 2021.
There were no disagreements between the Fund and Tait, Weller & Baker LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Tait,
Weller & Baker LLP, would have caused it to make reference to the subject matter of the disagreements in its reports on the
financial statements of the Fund for such year.
During
the Fund’s two most recent fiscal years ended December 31, 2022, and December 31, 2021, and in the subsequent interim period
through June 30, 2023, there were no “reportable events” (as defined in Item 304(a)(l)(v) of Regulation S-K under
the Securities Exchange Act of 1934, as amended).
A
representative of Tait, Weller & Baker LLP, is expected to attend the Annual Meeting, and will respond to appropriate questions
from shareholders and will have the opportunity to make a statement, should he or she so desire.
The
following table presents fees paid by the Fund for professional services rendered by Tait, Weller & Baker LLP, for the fiscal
year ended December 31, 2022, and for the fiscal year ended December 31, 2021.
Fee Category | |
Fees for 2021 | |
Fees for 2022 |
Audit Fees | |
$ | 29,000 | | |
$ | 33,000 | |
Audit-Related Fees | |
| 0 | | |
| 0 | |
Tax Fees | |
$ | 4,000 | | |
$ | 4,000 | |
All Other Fees | |
| 0 | | |
| 0 | |
Total Fees | |
$ | 33,000 | | |
$ | 33,000 | |
Audit
Fees were for professional services rendered for the audit of the Fund’s annual financial statements. No tax or other non-audit
fees were incurred or paid by the Fund to the independent audit firm of Tait, Weller & Baker LLP for either of the fiscal
years indicated in the table.
The
Audit Committee has adopted a pre-approval policy that provides for the prior consideration by the Audit Committee of any audit
or non-audit services that may be provided by its independent auditor to the Fund. Audit services were approved as delineated
on the auditor’s engagement letter before services were commenced. Tax or other non-audit fees were pre-approved with regard
to the auditor for the fiscal year ended December 31, 2022. Neither has the Audit Committee pre-approved its auditors providing
any non-audit services for the Adviser, or any entity controlling, controlled by, or under common control with the Adviser that
provides ongoing services to the Fund, nor is it aware of any such situation that would require its pre-approval.
Tait,
Weller & Baker LLP’s address is 50 South 16th Street, Suite 2900, Philadelphia, PA 19102. No conflicts between
the Fund and the auditor occurred during the conduct of the audit for the year ended December 31, 2022.
AUDIT
COMMITTEE REPORT
The
Audit Committee has reviewed and discussed the Fund’s audited financial statements for the fiscal year ended December 31,
2022, with the Fund’s management. The Audit Committee has discussed with Tait, Weller & Baker LLP, the Fund’s
independent auditor, the matters required to be discussed by the standards of the Public Company Accounting Oversight Board. The
Audit Committee has received the written disclosures and the letter of Tait, Weller & Baker LLP, required by current authoritative
standards and has discussed with the auditor its independence.
Based
on the review and discussions described above, among other things, the Audit Committee recommended to the Board of Directors that
the audited financial statements of the Fund be included in the Fund’s Annual Report to Shareholders for the fiscal year
ended December 31, 2022. The Fund’s Annual Report to Shareholders for the fiscal year ended December 31, 2022, which includes
the Fund’s audited financial statements for that year, was previously distributed to the Fund’s shareholders.
The
affirmative vote of a majority of shares present, in person, virtually, or by proxy, and entitled to vote at the Annual Meeting
is required for the ratification of the selection of the Fund’s independent auditors.
THE
BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF TAIT, WELLER & BAKER LLP, AS
THE FUND’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.
DISSENTER’S
RIGHTS
The
Texas Business Organizations Code does not grant shareholders of a Texas corporation dissenter’s rights with respect to
any of the Proposals covered by this Proxy Statement.
SECTION
16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Fund’s officers and Directors and persons who own
more than 10% of a registered class of the Fund’s equity securities to file reports of ownership and changes in ownership
with the SEC. Such reporting individuals are required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms that they file.
To
the Fund’s knowledge, all Section 16(a) filings relating to the Fund’s common stock applicable to its officers, Directors,
and greater-than-10% beneficial owners were timely filed for the fiscal year ended December 31, 2022.
SUBMISSION
OF SHAREHOLDER PROPOSALS
Pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholders may present proper Proposals for inclusion in
the Fund’s proxy statement for consideration at its Annual Meeting of Shareholders by submitting Proposals to the Fund in
a timely manner. A shareholder may submit a Proposal for inclusion in the Proxy Statement for the Annual Meeting of Shareholders
to be held in 2023, if such Proposal is submitted to the Fund on or prior to the 120th day before the date in 2023 that is the
same date as the date on which the Proxy Statement for last year’s Annual Meeting was mailed, which submission deadline
was March 28, 2023. Any Shareholder Proposal to be submitted for consideration at the Annual Meeting to be held in 2023 was required
to have been sent prior to March 28, 2023, to Corporate Secretary, RENN Fund, Inc., c/o Horizon Kinetics Asset Management LLC,
470 Park Avenue South, New York, NY 10016.
OTHER
BUSINESS
As
provided by Texas law and the Fund’s bylaws, only business within the purposes described in the accompanying notice may
be conducted at the Annual Meeting. If any other matter within such purposes properly comes before the Annual Meeting or any adjournment(s),
then the persons named in the proxy will vote on such matters pursuant to the proxy in their discretion and as they deem appropriate.
Unless
you submit instructions to the contrary to the Fund, annual reports to shareholders, proxy materials, and notices of internet
availability of proxy materials will be furnished by “householding,” that is, only one set of materials, together
with the appropriate number of proxy cards, will be sent to any residential address on record for more than one shareholder.
You may request in writing or by telephone that in the future you should be sent an individual set of materials, in which case
you will then commence receiving individual sets of materials for any mailings occurring 30 days or more after your request. To
make such a request you should contact our transfer agent, EQ, at 6201 15th Avenue, Brooklyn, New York 11219, telephone (718) 921-8200,
Extension 6412. You may also access a copy of
the proxy materials (but not a votable copy of the proxy card) from the Fund’s website at https://horizonkinetics.com/products/closed-end-funds/renn/
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD
Generally,
shareholders who have questions or concerns regarding the Fund should contact Board of Directors of RENN Fund, c/o Horizon Kinetics
Asset Management LLC, 470 Park Avenue South, New York, NY 10016. All communications must contain a clear notation indicating that
it is a “Shareholder—Board Communication” or a “Shareholder—Director Communication” and must
identify the author as a shareholder. The Corporate Secretary will forward the correspondence, if appropriate, to the Chairman
of the Board or to any individual Director to whom the communication is directed. The Fund reserves the right not to forward to
the Board any communication that is hostile, threatening, illegal, not reasonably related to the Fund or its business, or similarly
inappropriate. The Corporate Secretary has authority to discard or disregard any inappropriate communication or to take any other
action that it deems to be proper with respect to any inappropriate communications.
You
are cordially invited to attend the Annual Meeting of Shareholders in person or virtually. However, whether or not you plan
to attend the Annual Meeting, you are requested to promptly vote your proxy online, or by telephone, or by completing, signing,
and returning the proxy card in the enclosed postage-paid envelope. Please refer to the proxy card for details.
By
Order of the Board of Directors,
Jay
Kesslen
Chief
Compliance Officer
New
York, New York
[
]
NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE CHARTER
RENN
FUND, INC.
Purpose
The
purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) is as follows:
| ● | consider
qualified candidates to serve as Board members; |
| ● | consider
and nominate nominees for election as Board members; and |
| ● | at
the direction of the Board of Directors, consider various corporate governance policies
and procedures. |
Committee
Membership
The
Nominating and Corporate Governance Committee shall consist of at least two members. The members of the Nominating and Corporate
Governance Committee shall meet the applicable membership and independence requirements under National Association of Securities
Dealers (“NASD”) Rule 4200.
The
members of the Nominating and Corporate Governance Committee shall be appointed annually by the Board. The Board from time to
time may remove members of the Nominating and Corporate Governance Committee and fill any resulting vacancy.
Meetings
The
Nominating and Corporate Governance Committee shall hold at least one meeting per year and such additional meetings as the Nominating
and Corporate Governance Committee shall determine.
Committee
Duties and Powers
To
carry out its purpose, the Nominating and Corporate Governance Committee shall have the following duties and powers:
Identification
of Potential Board Members. The Nominating and Corporate Governance Committee shall seek and identify individuals qualified
to become members of the Board, consistent with its nominating criteria.
Nomination
of Director Nominees. The Nominating and Corporate Governance Committee shall consider and nominate nominees for election
at each annual meeting of the shareholders of the Company.
Independence
and Qualification of Members of the Board. The Nominating and Corporate Governance Committee shall review with the Board at
least annually the qualifications of new and existing members of the Board, considering the level of independence of individual
members, together with such other factors as the Board may deem appropriate, including overall skills, financial literacy and
experience, to ensure the Company’s on-going compliance with the independence and other standards set by the NASD.
Corporate
Governance. The Nominating and Corporate Governance Committee shall, at the direction of the Board, consider various corporate
governance policies and procedures.
Reports
to the Board. The Nominating and Corporate Governance Committee shall make regular reports to the Board.
Nominating
and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee shall review and assess this
charter and recommend any proposed changes to the Board for approval.
Other
Duties. The Nominating and Corporate Governance Committee also shall perform such additional duties and have such additional
responsibilities and functions as the Board from time to time may determine.
Updated:
July 6, 2017
AMENDED
CHARTER
OF
THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
THE RENN FUND, INC.
Renn
Fund, Inc. (the “Fund”) certifies that it has adopted this amended Charter (the “Charter”) as its formal
written audit committee charter, effective as of July 6, 2017 and amended as noted below.
I.
Audit Committee Purpose
The
Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit
Committee’s primary duties and responsibilities are to:
| ● | Appoint
and approve the compensation of the Fund’s independent auditors, including those
to be retained for the purpose of preparing or issuing an audit report or performing
other audit review or attest services for the Fund; |
| ● | Review
the scope of their audit services and the annual results of their audits; |
| ● | Monitor
the independence and performance of the Fund’s independent auditors; |
| ● | Oversee
the accounting and financial reporting processes of the Fund and the audits of its financial
statements, generally; |
| ● | Review
the reports and recommendations of the Fund’s independent auditors; |
| ● | Provide
an avenue of communication among the independent auditors, management and the Board of
Directors; and |
| ● | Resolve
any disagreements between management of the Fund and its independent auditors regarding
financial reporting. |
The
Fund’s independent auditors must report directly to the Audit Committee.
The
Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has
direct access to the independent auditors as well as anyone in the organization. The Audit Committee has the ability to
retain, at the Fund’s expense, special legal, accounting, or other consultants or experts it deems necessary in the
performance of its duties, and it shall have the ability to determine the compensation to be paid to such outside consultants
or experts.
II.
Audit Committee Composition and Meetings
The
Audit Committee shall be comprised of two or more directors as determined by the Board, each of whom shall be independent directors
meeting the independence and other requirements of the American Stock Exchange and Rule 10A-3(b)(1) promulgated under the Securities
Exchange Act of 1934, as amended. All members of the Committee shall:
| ● | Not
have participated in the preparation of the financial statements of the Fund or any subsidiary
at any time in the last three years; and |
| ● | Have
a basic understanding of finance and accounting and be able to read and understand fundamental
financial statements, including a company’s balance sheet, income statements and
cash flow statement, among others. |
In
addition, at least one member of the Committee shall have accounting or related financial management expertise, as defined by
the applicable Securities and Exchange Commission (“SEC”) regulation.
If
an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of
the Committee membership. The Committee shall meet from time to time as it shall determine, but not less than on a semiannual
basis. The Committee may meet with management or the independent auditors to discuss any matters that the Committee may determine.
III.
Audit Committee Responsibilities and Duties
In
addition to fulfilling the purposes described above, the Audit Committee shall have the following specific responsibilities and
duties:
Review
Procedures.
| ● | Periodically
review and assess the adequacy of the Charter. |
| ● | Submit
the Charter to the Board of Directors for approval and have the document filed in accordance
with SEC regulations. |
| ● | Review,
along with management and independent auditors, the Fund’s annual audited financial
statements prior to filing or distribution. |
| ● | Review
all proposed related party transactions and submit its findings and recommendations to
the independent Directors of the Board for their final approval. |
| ● | Review
with management and the independent auditors the Fund’s quarterly financial results
prior to the release of earnings and/or the Fund’s quarterly financial statements
prior to filing or distribution. Discuss any significant changes to the Fund’s
accounting principles and any items required to be communicated by the independent auditors
in accordance with American Institute of Certified Public Accountants (“AICPA”)
SAS 61. |
Independent
Auditors.
| ● | The
independent auditors are ultimately accountable to the Audit Committee and the Board
of Directors. It is the Audit Committee’s responsibility to ensure that it has
received a formal written statement from independent auditors delineating all relationships
between the Fund and the independent auditor. The Audit Committee shall review the independence
and performance of the auditors and shall have the responsibility for, and authority
to, appoint and/or discharge the independent auditors, and to approve the fees and other
compensation to be paid to the independent auditors. |
| ● | On
an annual basis, the Committee should review and discuss with the independent auditors
all significant relationships they have with the Fund that could impair the auditor’s
independence. |
| ● | Prior
to releasing the year-end earnings, discuss the results of the audit with the independent
auditors and discuss certain matters required to be communicated to audit committees
in accordance with AICPA SAS 61. |
| ● | Consider
the independent auditor’s judgments about the quality and appropriateness of the
Fund’s accounting principles as applied in its financial reporting. |
Other
Audit Committee Responsibilities.
| ● | Annually
prepare a report to shareholders as required by the SEC for inclusion in the Fund’s
annual proxy statement. |
| ● | Establish
and periodically review the Fund’s procedures for (a) the receipt, retention and
treatment of complaints received by the Fund regarding accounting, internal accounting
controls or auditing matters, and (b) the confidential, anonymous submission by employees
of the Fund regarding questionable accounting or auditing matters. |
| ● | Perform
any other activities consistent with the Charter, the Fund’s by-laws, and governing
law, as the Committee or the Board deems necessary or appropriate. |
| ● | Maintain
minutes of meetings and periodically report to the Board of Directors on significant
results of the foregoing activities. |
| ● | Determine
the funding necessary to cover the ordinary administrative expenses of the Audit Committee
that are necessary or appropriate in carrying out its duties. |
Last
Updated: May 2023
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