DEF: RENN Fund Schedules 2025 Annual Meeting, Proposes Director Re-elections and Auditor Ratification

Sentiment:

Proxy Statement 10 July 2025 2:06 PM

RENN Fund, Inc. has filed its definitive proxy statement for its Annual Meeting of Shareholders on September 18, 2025, seeking re-election of five directors and ratification of Tait, Weller & Baker LLP as its independent auditor.

Summary

The Annual Meeting of Shareholders for RENN Fund, Inc. will be held on Thursday, September 18, 2025, at 2:00 pm EST, both in-person at Horizon Kinetics Asset Management LLC's offices in New York, NY, and virtually via live audio webcast.
Shareholders will vote on the re-election of five directors: Douglas J. Cohen, Russell Cleveland, Alice C. Brennan, Anita L. Allen, and Melinda J. Newman, each for a term of one year.
The meeting will also include a proposal to ratify the appointment of Tait, Weller & Baker LLP as the Fund's auditor for the fiscal year ending December 31, 2025.
As of June 30, 2025, the Fund had 7,015,786 shares of common stock outstanding, held by approximately 255 registered owners and 1,338 beneficial owners.
A quorum for the meeting requires the presence, in person, virtually, or by proxy, of the holders of a majority of all shares entitled to vote.
Each share of common stock is entitled to one vote on each matter, with director elections requiring a majority of votes cast and auditor ratification requiring a majority of shares present and entitled to vote.
Shareholders can vote by telephone, via the Internet, or by returning a proxy card; virtual attendance and participation require advance registration.
Horizon Kinetics Asset Management LLC, the Fund's investment adviser, will pay all costs associated with the proxy solicitation.
The Audit Committee, comprised of Douglas J. Cohen (Chairman), Melinda J. Newman, and Anita L. Allen, has determined that these three members satisfy the standard for audit committee financial expert(s).
Auditor fees paid to Tait, Weller & Baker LLP were $29,000 for audit services and $4,000 for tax services in both the fiscal years ended December 31, 2023, and December 31, 2024, totaling $33,000 annually.
Independent Directors receive compensation of $1,800 for each board meeting attended, effective March 7, 2024.

Sentiment

Score: 5

Explanation: The document is a routine proxy statement for an annual meeting, detailing standard corporate governance procedures, director elections, and auditor ratification. It contains no new financial performance data or strategic shifts that would significantly alter sentiment, maintaining a neutral outlook.

Positives

The Board of Directors considers a broad spectrum of business acumen and personal perspectives in selecting nominees, aiming for diversity of skills and attitudes.
The Board demonstrates considerable oversight of risk, including developing investment policies, reviewing investment activities, and assessing staff strength.
The Audit Committee includes three members (Douglas J. Cohen, Melinda J. Newman, and Anita L. Allen) who are designated as financial experts.
There have been no disagreements between the Fund and its independent auditor, Tait, Weller & Baker LLP, on accounting principles, financial statement disclosure, or auditing scope for the past two fiscal years.
All Section 16(a) filings related to the Fund's common stock for officers, Directors, and greater-than-10% beneficial owners were timely filed for the fiscal year ended December 31, 2024.

Negatives

Alice C. Brennan no longer serves as a member of the Audit Committee or the Nominating and Corporate Governance Committee due to her service on the Board of Directors for Horizon Kinetics Holding Corporation, following a merger in August 2024.

Risks

The document outlines the Board's framework for risk management, which includes reviewing the Fund's investment activities for industry or geographic susceptibilities and assessing execution risk related to portfolio investment parameters. However, no specific operational or financial risks to the Fund are detailed in the filing.

Future Outlook

The document primarily focuses on the upcoming Annual Meeting and the continuity of the Board of Directors and the independent auditor. It does not provide forward-looking statements or guidance regarding the Fund's financial performance, investment strategy, or operational outlook beyond these governance matters.

Industry Context

This filing is a standard proxy statement for a U.S. closed-end investment company, detailing routine corporate governance matters such as director elections and auditor ratification. It does not provide specific insights into broader industry trends or competitive landscape, focusing instead on the internal operations and oversight of RENN Fund, Inc.

Comparison to Industry Standards

The Fund's governance structure, including the establishment of an Audit Committee, Nominating and Corporate Governance Committee, and Pricing Committee, aligns with standard practices for publicly traded investment companies.
The presence of financial experts on the Audit Committee (Douglas J. Cohen, Melinda J. Newman, and Anita L. Allen) meets SEC recommendations and industry best practices for financial oversight.
The policy of compensating independent directors ($1,800 per meeting) is a common practice to attract and retain qualified independent oversight, though the specific amount varies across the industry.
The auditor fees of $33,000 annually for audit and tax services appear consistent with the scale of a closed-end fund of this size, as no significant disagreements or reportable events with the auditor were noted, indicating a stable audit relationship.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Eric Sites		2025-05-16	Resignation
Director	Murray Stahl		2025-06-05	Resignation (continues as Co-Portfolio Manager)

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	The Board of Directors is to consist of no less than three and no more than ten Directors, with terms of office for one year. All directors are up for election annually.		Ensures regular shareholder oversight of board composition and allows for annual refreshment of the board.
Board Diversity Policy	The Fund has no formal policy regarding diversity but intends to maintain a diversity of skills and attitudes in its Board makeup, assessing these qualities in current and nominated Directors.		Promotes a broad range of perspectives and expertise on the Board, enhancing decision-making and oversight.
Risk Management Oversight	The Board is involved in assessing and monitoring risk through reviewing investment activities, noting industry/geographic susceptibilities, appointing portfolio managers to directorships, and reviewing financial particulars including debt.		Provides a structured approach to identifying and mitigating potential risks to the Fund's operations and investments.
Committee Composition	Upon completion of the merger in August 2024 between Horizon Kinetics LLC and Scotts Liquid Gold, Inc., Alice C. Brennan no longer serves as a member of the Audit Committee or the Nominating and Corporate Governance Committee due to her service on the Board of Directors for Horizon Kinetics Holding Corporation.	2024-08	Adjusts committee membership to maintain independence standards following a corporate transaction, potentially requiring new members to fill expertise gaps on those committees.
Director Compensation	Directors who are not interested persons of the Fund or its investment adviser began receiving compensation of $1,800 for each board meeting attended, effective March 7, 2024, plus out-of-pocket expenses.	2024-03-07	Formalizes and provides compensation for independent oversight, which can help attract and retain qualified independent directors.
Shareholder Communication Policy	Shareholders can communicate with the Board by sending written correspondence to the Corporate Secretary, who will forward it to the Chairman or individual Director, provided it is appropriate and related to the Fund's business.		Establishes a formal channel for shareholder engagement with the Board, promoting transparency and responsiveness.

Related Party Transactions

No independent director owns any interest in Horizon Kinetics Asset Management LLC, the Fund's investment adviser, or any entity controlling, controlled by, or under common control with it.
No Director or a member of their immediate family has 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.
No such transactions are currently being considered.

Stakeholder Impact

Shareholders: Have the opportunity to exercise their voting rights on key governance matters (director elections, auditor ratification) and participate in the Annual Meeting either in person or virtually.
Directors: The re-election of current directors ensures continuity of leadership and oversight, while the compensation for independent directors acknowledges their contributions.
Auditor (Tait, Weller & Baker LLP): Their proposed re-appointment signifies continued confidence in their services for the upcoming fiscal year.
Horizon Kinetics Asset Management LLC (Advisor): Bears the costs of proxy solicitation, indicating its commitment to facilitating shareholder engagement and supporting the Fund's governance.

Next Steps

Shareholders are requested to promptly vote their proxy online, by telephone, or by completing and returning the proxy card.
The Annual Meeting of Shareholders will be held on September 18, 2025, where shareholders will vote on the proposed matters.
The Fund will transact any and all other business that may properly be presented at the Annual Meeting or any adjournment(s).

Key Dates

Date	Description
1984-05	Douglas J. Cohen received a Bachelor of Business Economics and Accounting from the State University of New York at Oneonta.
1985	Douglas J. Cohen began as Senior Accountant at Leon D. Alpern & Company.
1993	Anita L. Allen began as a KPMG Consulting Partner.
1994	Russell Cleveland began serving as a Director of the Fund; Murray Stahl began serving as Co-Portfolio Manager of the Fund; Peter B. Doyle began serving as Co-Portfolio Manager of the Fund; Douglas J. Cohen became a Certified Public Accountant.
1997	Douglas J. Cohen began as Accounting Manager at Wagner & Zwerman, LLP.
2000	Murray Stahl began serving as Director of Kinetics Mutual Funds; Alice C. Brennan began as Associate General Counsel and Chief Compliance Officer at Verizon Wireless.
2001	Murray Stahl became Chairman, Chief Executive Officer and Chief Investment Strategist of Horizon Kinetics Holding Corporation and Chief Executive Officer of FRMO Corp.; Steven M. Bregman became President and Co-Founder of Horizon Kinetics Holding Corporation; Peter B. Doyle became Vice President and Director of FRMO Corp.
2003	Russell Cleveland began serving as Former Director of iSatori, Inc. and Cover-All Technologies, Inc.
2004-01	The Nominating and Corporate Governance Committee was created.
2004	Russell Cleveland began serving as Former Director of CaminoSoft; Melinda J. Newman began as Managing Director and Senior Portfolio Manager at Post Advisory Group LLC.
2005	Douglas J. Cohen began as Chief Financial Officer at Sunrise Credit Services, Inc.; Anita L. Allen concluded her role as KPMG Consulting Partner and began as Board President for The Center for Hope & Safety.
2006	Russell Cleveland began serving as Former Director of BPO Management Services, Inc.
2008	Russell Cleveland began serving as Former Director of Access Plans, Inc.; Murray Stahl began serving as Director of IL&FS Securities Services Ltd.
2009	Russell Cleveland concluded his role as Former Director of Access Plans, Inc.
2011	Russell Cleveland concluded his roles as Former Director of BPO Management Services, Inc. and CaminoSoft.
2012	Russell Cleveland began serving as Former Director of AnchorFree, Inc.; Melinda J. Newman concluded her role as Managing Director and Senior Portfolio Manager at Post Advisory Group LLC.
2013	Murray Stahl began serving as Chairman Director of Minneapolis Grain Exchange; Melinda J. Newman began as Senior Vice-President and Head of Corporation Credit Research at First Pacific Advisors, LLC.
2014	Alice C. Brennan began as an Independent Consultant (legal and compliance risk oversight); Murray Stahl began serving as Director of Bermuda Stock Exchange; Anita L. Allen began serving on the National Association of Corporate Directors NJ (NACD New Jersey).
2015	Russell Cleveland concluded his roles as Former Director of iSatori, Inc. and Cover-All Technologies, Inc.; Melinda J. Newman began as Senior Vice-President and Credit Team Leader at TCW Group; Anita L. Allen began serving as Director of Currant, Inc.; Murray Stahl began serving as Director of Winland Electronics, Inc.
2016	Anita L. Allen began serving as Director of Tingley Rubber Corporation.
2017-04-20	Tait, Weller & Baker LLP was appointed as independent auditor to the Fund by Horizon Kinetics Asset Management LLC.
2017-07-06	The Audit Committee Charter was amended and became effective.
2017	Alice C. Brennan, Eric Sites, and Murray Stahl were elected as Directors for the first time.
2018	Russell Cleveland concluded his role as Former Director of AnchorFree, Inc.
2020	Anita L. Allen concluded her role as Director of Tingley Rubber Corporation; Murray Stahl concluded his roles as Director of Winland Electronics, Inc. and IL&FS Securities Services Ltd; Steven M. Bregman became President, CFO, and Director of FRMO Corp.
2021	Murray Stahl began serving as Director of Texas Pacific Land Corporation; Melinda J. Newman concluded her role as Senior Vice-President and Credit Team Leader at TCW Group; Steven M. Bregman began serving as Director of Winland Electronics and Co-Portfolio Manager of the Fund; Peter B. Doyle began serving as Co-Portfolio Manager of the Fund; Alice C. Brennan began serving as Director of Horizon Kinetics Holding Corporation.
2022	Douglas J. Cohen was elected as a Director for the first time; Douglas J. Cohen concluded his role as Chief Financial Officer at Sunrise Credit Services, Inc.; Alice C. Brennan began serving as Director of Greenback Renewable Energy Company II.
2023-12-31	Fiscal year end for which Tait, Weller & Baker LLP provided audit and tax services.
2023	Melinda J. Newman began serving as Director of Wharton Alumni for Boards.
2024-03-07	Compensation for non-interested Directors became effective at $1,800 for each board meeting attended.
2024-08	Merger between Horizon Kinetics LLC and Scotts Liquid Gold, Inc. completed, impacting Alice C. Brennan's committee roles.
2024-12-31	Fiscal year end for which Tait, Weller & Baker LLP provided audit and tax services; Annual Report to Shareholders for this fiscal year was previously distributed.
2024	Alice C. Brennan began serving as Director of Horizon Kinetics Holding Corporation; Anita L. Allen and Melinda J. Newman were elected as Directors for the first time; The Board of Directors held four meetings; The Audit Committee held three meetings; The Nominating and Corporate Governance Committee held one meeting; The Pricing Committee held two meetings.
2025-03-26	Submission deadline for shareholder proposals for the 2025 Annual Meeting.
2025-05-16	Eric Sites resigned as a Director of the Fund.
2025-06-05	Murray Stahl resigned as a Director of the Fund; Nominating and Corporate Governance Committee Charter was updated.
2025-06-30	Date for which beneficial ownership information is provided; End of subsequent interim period for auditor report.
2025-07-10	Date of the Proxy Statement signed by Jay Kesslen.
2025-07-11	Approximate date the Proxy Statement was sent to Shareholders.
2025-07-22	Record date for determining shareholders entitled to notice of and to vote at the Annual Meeting.
2025-09-09	Deadline for legal proxy registration to attend the Annual Meeting in person, by 5:00 pm EST.
2025-09-18	Date of the Annual Meeting of Shareholders, at 2:00 pm EST.
2025-12-31	Fiscal year ending for which Tait, Weller & Baker LLP is appointed as the auditor.
2025	Melinda J. Newman began serving as Director of The FRMO Corp and Algoma Steel; Anita L. Allen concluded her role on the National Association of Corporate Directors NJ (NACD New Jersey); Murray Stahl concluded his roles as Director of Kinetics Mutual Funds and FRMO Corp.

Recommendation

hold

Keywords

RENN Fund, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Corporate Governance, SEC Filing, Investment Fund, Closed-End Fund, Board of Directors, Audit Committee

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