DEF: John Hancock Funds Seek Shareholder Vote on Trustee Elections

John Hancock Diversified Income Fund and other affiliated funds are holding their annual shareholder meeting on February 17, 2026, to elect six trustees to the Board.

Summary

• Shareholders of John Hancock Diversified Income Fund and six other affiliated funds are invited to an annual meeting on 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 a three-year term ending at the 2029 Annual Meeting of Shareholders.
• The nominees for election are James R. Boyle, Kristie M. Feinberg, Grace K. Fey, Christine L. Hurtsellers, Hassell H. McClellan, and Kenneth J. Phelan.
• The Board of Trustees recommends that shareholders vote FOR the election of each of the six nominees.
• Shareholders of record as of November 25, 2025, are eligible to vote and can do so online, by phone, or by mail.
• The total cost for the preparation and distribution of these proxy materials is estimated to be approximately $248,840, which will be borne by the funds.

Sentiment

Score: 6

Explanation: The filing is a routine proxy statement for trustee elections, indicating stable corporate governance and board oversight. The robust structure and experienced board are positive, but the lack of share ownership by non-independent management trustees is a minor concern. Overall, it's a standard procedural document with no significant positive or negative financial implications.

Positives

• The Board of Trustees maintains a strong governance structure with a super-majority of Independent Trustees (12 out of 14), enhancing independent oversight.
• The Board includes highly experienced individuals with diverse backgrounds in financial services, risk management, accounting, and corporate governance, including two designated audit committee financial experts (Frances G. Rathke and William K. Bacic).
• The funds have established a comprehensive committee structure (Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees) to ensure robust oversight of various operational and strategic areas.
• The Nominating and Governance Committee explicitly strives for diversity in experience, gender, race, ethnic background, and geographic origin for trustee candidates.

Negatives

• Non-Independent Trustees, including Kristie M. Feinberg (President/CEO) and Andrew G. Arnott, do not beneficially own any shares in the individual John Hancock funds they oversee, which may indicate a lack of direct financial alignment with shareholder interests.
• The aggregate non-audit fees billed by PwC to the Advisor and Advisor Affiliates were substantial, totaling $867,504 for funds with a December 31, 2024 fiscal year end, $1,446,858 for funds with a July 31, 2024 fiscal year end, and $1,349,450 for funds with an October 31, 2024 fiscal year end, which, while reviewed for independence, represents a significant relationship beyond audit services.

Risks

• Investment risks, including market risk, credit risk, and interest rate risk, are inherent to the funds' operations.
• Financial risks such as settlement risk, liquidity risk, and valuation risk are continuously managed by the subadvisors under the Advisor's oversight.
• Compliance risks and operational risks are overseen by the Board, the Advisor, and the Chief Compliance Officer.
• Funds engaging in derivatives transactions are subject to derivatives risks, which are managed through a Derivatives Risk Management Program, including risk guidelines, stress testing, and internal reporting.

Future Outlook

The filing primarily focuses on corporate governance and the election of trustees, with the elected trustees serving a three-year term until the 2029 Annual Meeting. It does not provide specific forward-looking statements or guidance regarding the financial performance or strategic direction of the funds.

Management Comments

• "Please vote today. We need your input on an important proposal that affects your investment." Kristie M. Feinberg, President, Manulife John Hancock Investments.
• "Your funds Trustees play an important oversight role, monitoring both performance and fees on your behalf." Kristie M. Feinberg, President, Manulife John Hancock Investments.

Industry Context

This DEF 14A filing is a routine proxy statement common in the investment management industry, particularly for closed-end funds. It outlines the process for electing board members and details corporate governance practices. The emphasis on independent trustees and a structured committee system aligns with broader industry trends towards enhanced transparency and oversight in fund management, aiming to protect shareholder interests.

Comparison to Industry Standards

• The Board's composition, with 12 out of 14 Trustees being independent, exceeds typical corporate governance recommendations, which often suggest a simple majority of independent directors, demonstrating a strong commitment to independent oversight.
• The detailed committee structure, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, each with a dedicated chairperson, aligns with best practices for comprehensive fund oversight.
• The presence of designated audit committee financial experts (Frances G. Rathke and William K. Bacic) on the Audit Committee meets and exceeds SEC requirements, ensuring specialized financial expertise in oversight.
• The explicit commitment to diversity (gender, race, ethnic background, geographic origin) in the Nominating and Governance Committee's charter reflects a progressive approach to board composition, aligning with evolving industry expectations for inclusive governance.
• The lack of beneficial share ownership by non-independent management trustees (Kristie M. Feinberg and Andrew G. Arnott) in the funds they oversee is below best practice for aligning management's financial interests directly with those of shareholders, a common concern in corporate governance discussions.

Management Changes

Corporate Governance

Legal Proceedings

• There are no material pending legal proceedings to which any Nominee, Trustee, or affiliated person of such Nominee or Trustee 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 of the funds have occurred within the past ten years.

Related Party Transactions

• PricewaterhouseCoopers LLP (PwC), the independent registered public accounting firm for the funds, also provides non-audit services to the Advisor and its affiliates. The Audit Committee reviews these services and related compensation to ensure compatibility with PwC's independence.

Stakeholder Impact

• Shareholders: Directly impacted by the election of Trustees who are responsible for overseeing fund performance, fees, and overall governance, ensuring their interests are represented.
• Management/Advisor: The elected Board of Trustees provides oversight of the Advisor's operations, contracts, and risk management processes.
• Customers (Fund Investors): The quality of corporate governance and board oversight directly influences the long-term stability, compliance, and ethical management of their investments.

Next Steps

• Shareholders are urged to vote on the election of six Trustees by the Annual Meeting date of February 17, 2026.
• The Annual Shareholder Meeting will be held on February 17, 2026, at 2:00 P.M. Eastern time.
• Elected Trustees will serve a three-year term, with their term expiring at the 2029 Annual Meeting of Shareholders.
• Shareholders wishing to submit proposals for the 2027 annual meeting must do so by August 28, 2026 (under Rule 14a-8) or by September 27, 2026 (outside Rule 14a-8).

Key Dates

Recommendation

This filing is a standard proxy statement for the annual election of trustees and does not contain information related to the financial performance, strategic direction, or material operational changes of the funds that would warrant a change in investment recommendation. The robust corporate governance structure and experienced board are positive, but the lack of share ownership by non-independent management trustees is a minor concern. Overall, it's a procedural update with no immediate or significant financial implications for the stock price.

Keywords

John Hancock, Diversified Income Fund, Proxy Statement, Trustee Election, Corporate Governance, Shareholder Meeting, Board of Trustees, Investment Fund, SEC Filing, Risk Management, Audit Committee, Nominating Committee