DEF: John Hancock Funds: Trustee Elections & Governance Update

Shareholders of John Hancock Financial Opportunities Fund and six other funds are invited to vote on the election of six Trustees at the annual meeting on February 17, 2026.

Summary

• The annual shareholder meeting for seven John Hancock funds will be held on Tuesday, February 17, 2026, at 2:00 P.M., Eastern time, in Boston, Massachusetts.
• The primary purpose of the meeting is to elect six Trustees to serve for a three-year term ending at the 2029 Annual Meeting of Shareholders.
• The Board of Trustees recommends that shareholders vote FOR the election of each of the six Nominees.
• Five of the six nominees are independent of John Hancock's management, while one nominee, Kristie M. Feinberg, is a Non-Independent Trustee.
• Shareholders of record as of the close of business on November 25, 2025, are entitled to vote.
• Voting can be completed online, by phone, or by mail using the provided proxy card.
• The cost of preparing and distributing the proxy materials is approximately $248,840, which will be borne by the funds.

Sentiment

Score: 7

Explanation: The filing outlines routine corporate governance matters with a strong emphasis on independent oversight, diverse expertise among trustees, and robust committee structures, which are generally positive for shareholder confidence. Transparency regarding costs and auditor fees is also a positive. However, the lack of share ownership by some non-independent trustees could be a minor concern for some investors.

Positives

• Five of the six Trustee nominees are independent of John Hancock's management, promoting independent oversight.
• The Board of Trustees maintains a super-majority of Independent Trustees (12 out of 14), enhancing independent oversight and shareholder representation.
• The Board's leadership structure includes an Independent Trustee as Chairperson, which is considered integral to effective independent oversight of fund operations.
• Trustees possess diverse and relevant experience, qualifications, and skills, including financial, accounting, executive leadership, risk management, legal, and corporate governance expertise.
• The Audit Committee is composed entirely of Independent Trustees, includes financially literate members, and has two designated 'audit committee financial experts' (Frances G. Rathke and William K. Bacic).
• The Nominating and Governance Committee explicitly strives to achieve diversity (gender, race, ethnic background, and geographic origin) in its trustee selection process.
• The Audit Committee has established and adopted procedures for the pre-approval of audit and non-audit services to ensure auditor independence.
• No material pending legal proceedings adverse to the funds or their affiliated persons, nor any material legal proceedings affecting the ability or integrity of nominees, trustees, or executive officers, have been reported.

Negatives

• One of the six Trustee nominees, Kristie M. Feinberg, is a Non-Independent Trustee due to her current or former positions with the Advisor and its affiliates.
• Kristie M. Feinberg, a Non-Independent Trustee and nominee, does not beneficially own any shares in the funds she oversees, which may be viewed as a lack of direct alignment with shareholder interests.
• Andrew G. Arnott, a Non-Independent Trustee, does not beneficially own any shares in the funds he oversees.
• The cost of preparing and distributing the proxy materials, approximately $248,840, is borne by the funds, representing an expense to shareholders.

Risks

• The funds are subject to various risks, including investment risks (such as market risk, credit risk, and interest rate risk), financial risks (such as settlement risk, liquidity risk, and valuation risk), compliance risks, and operational risks.
• Risk management is a complex and dynamic undertaking, and it is not always possible to comprehensively identify and/or mitigate all such risks at all times, as risks can be impacted by external events.
• The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
• Funds that engage in derivatives transactions (other than limited derivatives users) must adopt and implement a written Derivatives Risk Management Program, indicating potential risks associated with such investments.

Future Outlook

The filing primarily focuses on routine corporate governance matters, specifically the election of Trustees, and does not provide specific forward-looking financial guidance or strategic outlooks for the funds' performance. The elected Trustees will serve a three-year term, indicating continuity in governance oversight.

Management Comments

• Kristie M. Feinberg, President of Manulife John Hancock Investments, emphasized that 'Your funds Trustees play an important oversight role, monitoring both performance and fees on your behalf.'
• Ms. Feinberg encouraged shareholders to vote by proxy if unable to attend the meeting in person.
• Ms. Feinberg stated that 'By submitting your vote promptly, you can help us avoid the need for additional mailings at your funds expense. Voting today will save on the potential cost of future mailings to obtain shareholder votes.'

Industry Context

This definitive proxy statement is a standard disclosure for a fund complex, detailing the annual election of trustees and corporate governance practices. The emphasis on a super-majority of independent trustees, diverse board expertise, and structured committee oversight aligns with evolving best practices and regulatory expectations in the investment management industry, particularly for registered investment companies. Such disclosures aim to assure investors of robust governance and accountability, which are critical factors in the competitive asset management landscape.

Comparison to Industry Standards

• The Board's composition, with 12 out of 14 Trustees being independent, exceeds typical industry recommendations for independent board representation in investment companies, demonstrating a strong commitment to independent oversight.
• The Audit Committee includes two designated 'audit committee financial experts' (Frances G. Rathke and William K. Bacic), which meets or exceeds SEC requirements for public companies and is a strong governance practice.
• The Nominating and Governance Committee's explicit commitment to achieving diversity (gender, race, ethnic background, and geographic origin) in its trustee selection process aligns with and contributes to modern corporate governance standards.
• The staggered board structure, while common, is sometimes viewed critically by shareholder activists who advocate for annual elections of all directors to enhance accountability, though it is a legally permissible and widely used governance mechanism.

Management Changes

Corporate Governance

Legal Proceedings

• No material pending legal proceedings exist to which any Nominee, Trustee, or affiliated person is a party adverse to the funds or has a material interest adverse to the funds.
• No legal proceedings material to an evaluation of the ability or integrity of any Nominee, Trustee, or executive officer have occurred within the past ten years.

Related Party Transactions

• Kristie M. Feinberg and Andrew G. Arnott are Non-Independent Trustees due to their current or former positions with John Hancock Investment Management LLC (the Advisor) and its affiliates.
• PricewaterhouseCoopers LLP (PwC), the independent auditor, billed the Advisor and its affiliates non-audit fees ranging from $754,016 to $1,446,858 in recent fiscal years. The Audit Committee determined this compensation is not incompatible with PwC's independence.

Stakeholder Impact

• Shareholders are directly impacted by the election of Trustees, who are responsible for overseeing fund performance and fees. The proposed slate of Trustees, with a strong independent majority and diverse expertise, aims to benefit shareholder interests through robust governance.
• The cost of proxy materials ($248,840) is borne by the funds, representing an expense to shareholders.
• Fund management and employees are subject to the oversight of the Board of Trustees and its committees, which monitor operations, compliance, and risk management.
• PricewaterhouseCoopers LLP (PwC) continues its role as the independent registered public accounting firm, indicating ongoing engagement for audit and related services.

Next Steps

• Shareholders are urged to vote on the election of six Trustees by the annual meeting date of February 17, 2026.
• The six elected Trustees will serve a three-year term ending at the 2029 Annual Meeting of Shareholders.
• Shareholders interested in submitting proposals for the 2027 annual meeting must do so by August 28, 2026 (for Rule 14a-8 inclusion) or between August 28, 2026, and September 27, 2026 (for proposals outside Rule 14a-8).

Key Dates

Recommendation

This filing is a routine corporate governance document primarily focused on the annual election of trustees. It does not contain new financial performance data, strategic shifts, or other material operational updates that would typically serve as a catalyst for significant stock price movement. The information presented, emphasizing strong independent oversight and diverse board expertise, is generally positive for long-term governance stability but does not warrant an immediate change in investment recommendation.

Keywords

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