DEF: John Hancock Funds Set Trustee Election for February 2026

Sentiment:

Definitive Proxy Statement


John Hancock Income Securities Trust and Investors Trust announce their annual shareholder meeting in February 2026 to elect thirteen Trustees.

Summary

  • The John Hancock Income Securities Trust and John Hancock Investors Trust (the Funds) will hold their annual shareholder meeting on Tuesday, February 17, 2026, at 2:00 P.M. Eastern time.
  • The primary purpose of the meeting is to elect thirteen (13) Trustees to oversee the Funds, with all nominees currently serving as Trustees.
  • Eleven of the thirteen nominated Trustees are independent of John Hancock's management, ensuring a strong independent oversight majority.
  • Shareholders of record as of November 25, 2025, are eligible to vote, with options to vote online, by phone, or by mail.
  • The Board of Trustees recommends voting FOR the election of all thirteen nominees.
  • William H. Cunningham will retire as a Trustee effective December 31, 2025, and Christine L. Hurtsellers and Kenneth J. Phelan were appointed as Trustees effective November 12, 2025, and are standing for election.
  • The Funds' Board has a robust committee structure including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, all designed to enhance effective oversight.
  • The cost of preparing and distributing proxy materials is approximately $27,808, to be borne by the Funds.

Sentiment

Score: 6

Explanation: The filing is largely neutral and procedural, focusing on routine corporate governance matters such as trustee elections and committee structures. The detailed disclosure of robust governance practices, independent board majority, and comprehensive risk oversight provides a positive undertone regarding the company's commitment to sound management, but there are no specific financial or operational news items to drive a strong positive or negative sentiment.

Positives

  • The Board of Trustees maintains a super-majority of Independent Trustees (11 out of 13 nominees), promoting effective independent oversight of fund operations and shareholder interests.
  • The Nominating and Governance Committee explicitly strives for a diverse group of Trustees, considering experiences, gender, race, ethnic background, and geographic origin.
  • The Audit Committee includes two designated audit committee financial experts (Frances G. Rathke and William K. Bacic), enhancing financial reporting oversight.
  • A comprehensive risk oversight framework is in place, with the Board overseeing risk management activities implemented by the Advisor and CCO, covering investment, financial, compliance, and operational risks.
  • The Board's committee structure is well-defined, with specific responsibilities allocated to Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, ensuring thorough governance.

Negatives

  • No specific negative financial or operational performance details were disclosed in this procedural filing.

Risks

  • The Funds are subject to various risks, including investment risks (e.g., market risk, credit risk, interest rate risk), financial risks (e.g., settlement risk, liquidity risk, 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 are at times impacted by external events.
  • Funds engaging in derivatives transactions, other than limited derivatives users, must adopt and implement a Derivatives Risk Management Program, indicating exposure to derivatives-related risks.

Future Outlook

The filing primarily focuses on the upcoming annual meeting and the election of Trustees, with no explicit forward-looking financial guidance or strategic outlook beyond the continuity of the Board's oversight functions. The Board anticipates re-nominating current Independent Trustees who continue to satisfy established criteria, ensuring stability in governance.

Management Comments

  • Kristie M. Feinberg, President of Manulife John Hancock Investments, encouraged shareholders to vote promptly to avoid additional mailings and save on potential future costs.
  • The Board of Trustees recommends that shareholders of each fund vote FOR each of the thirteen (13) nominees for Trustee.

Industry Context

This filing is a standard definitive proxy statement (DEF 14A) for a U.S. registered investment company, specifically a closed-end fund complex. The detailed disclosure of corporate governance practices, including the composition of the Board (with a super-majority of independent trustees), the committee structure, and risk oversight mechanisms, aligns with best practices and regulatory expectations for the investment management industry. The emphasis on diversity in trustee selection and the clear delineation of responsibilities among committees reflect ongoing industry trends towards enhanced governance and transparency, particularly in the wake of increased scrutiny from regulators and institutional investors.

Comparison to Industry Standards

  • The Board's composition, with 11 out of 13 nominees being independent, exceeds the minimum independence requirements often seen in corporate governance benchmarks, such as those suggested by institutional investor groups or stock exchange listing rules, which typically require a majority of independent directors.
  • The designation of two 'audit committee financial experts' (Frances G. Rathke and William K. Bacic) on the Audit Committee aligns with and potentially exceeds the Sarbanes-Oxley Act's requirement for at least one such expert, demonstrating a strong commitment to financial oversight.
  • The Nominating and Governance Committee's explicit commitment to diversity (gender, race, ethnic background, geographic origin, and thought) in trustee selection is in line with evolving global best practices and investor expectations for board diversity, often seen in leading asset managers and public companies.
  • The comprehensive committee structure (Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees) is robust and typical of well-governed investment complexes, providing specialized oversight across critical areas like financial reporting, regulatory compliance, and investment performance.
  • The detailed risk oversight framework, including the Derivatives Risk Management Program, reflects a proactive approach to managing the complex risks inherent in investment funds, comparable to the sophisticated risk management systems employed by large, globally recognized asset management firms.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
TrusteeWilliam H. CunninghamNADecember 31, 2025Retirement from the Board.
TrusteeNAChristine L. HurtsellersNovember 12, 2025Appointed to serve as Trustee and standing for election.
TrusteeNAKenneth J. PhelanNovember 12, 2025Appointed to serve as Trustee and standing for election.
TrusteeNAKristie M. Feinberg2025Appointed to serve as Trustee.
President (Chief Executive Officer and Principal Executive Officer)NAKristie M. Feinberg2023Assumed role as President and CEO of various trusts within the John Hancock Fund Complex.
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)NAFernando A. Silva2024Assumed role as CFO of various trusts within the John Hancock Fund Complex.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionThe Board of Trustees will consist of 13 members after William H. Cunningham's retirement, with 11 of them being Independent Trustees, maintaining a super-majority of independent oversight.December 31, 2025Ensures strong independent oversight, aligning with best practices for corporate governance and investor protection.
Committee MembershipThomas R. Wright will join the Audit Committee, effective January 1, 2026.January 1, 2026Strengthens the Audit Committee's expertise and oversight capabilities, particularly with Mr. Wright's background in capital markets and executive experience.
Nominating and Governance Committee CharterThe charter was adopted on December 11, 2025, explicitly stating a commitment to achieving diversity (gender, race, ethnic background, geographic origin, and thought) in trustee selection.December 11, 2025Formalizes and enhances the commitment to board diversity, which is increasingly recognized as a driver of better governance and decision-making.
Audit Committee CharterThe charter was amended on December 11, 2025, detailing the committee's oversight role in financial reporting, internal controls, independent auditor qualifications, and valuation of securities.December 11, 2025Reinforces the Audit Committee's critical role in ensuring the integrity of financial statements and robust internal controls, crucial for investor confidence.
Risk Oversight FrameworkThe Board oversees a comprehensive risk management program, including a Derivatives Risk Management Program for funds engaging in derivatives transactions, with various committees assisting in this oversight.OngoingProvides a structured approach to identifying, assessing, and managing various risks (investment, financial, compliance, operational), enhancing the stability and resilience of the Funds.

Legal Proceedings

  • There are no material pending legal proceedings 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

  • John Hancock Investment Management LLC serves as the investment advisor and administrator to each fund.
  • Manulife Investment Management (US) LLC, an affiliate of the Advisor, serves as subadvisor to each fund.
  • John Hancock Investment Management Distributors LLC, an affiliate of the Advisor, serves as a distributor to Investors Trust.
  • Non-Independent Trustees Andrew G. Arnott and Kristie M. Feinberg hold current or former positions with the Advisor and its affiliates, providing management input to the Board.

Stakeholder Impact

  • Shareholders: Directly impacted by the election of Trustees who will oversee the funds, influencing governance, performance monitoring, and fee structures. The opportunity to vote ensures shareholder participation in key governance decisions.
  • Employees (of Advisor/Affiliates): The continuity and composition of the Board, particularly the non-independent trustees, reflect the ongoing relationship and oversight of the management entities.
  • Customers (Fund Investors): Benefit from the robust corporate governance structure, including independent oversight and specialized committees, which aim to protect their investments and ensure compliance.
  • Creditors: Indirectly impacted by the stability and integrity of the funds' governance and financial reporting, which are overseen by the elected Trustees and Audit Committee.
  • Regulatory Authorities: The detailed disclosure and adherence to SEC filing requirements demonstrate compliance with regulatory mandates, fostering trust and transparency.

Next Steps

  • Shareholders are urged to vote on the election of thirteen Trustees by February 17, 2026, via online, phone, or mail.
  • The annual shareholder meeting will be held on February 17, 2026, at 2:00 P.M. Eastern time.
  • William H. Cunningham will retire as a Trustee effective December 31, 2025.
  • Shareholders interested in submitting proposals for the 2027 annual meeting must do so by August 28, 2026 (Rule 14a-8) or between August 28, 2026, and September 27, 2026 (outside Rule 14a-8).

Key Dates

DateDescription
1940Year the Investment Company Act was amended (the 1940 Act), which defines 'interested persons'.
2002Year of the Sarbanes-Oxley Act, which defines 'audit committee financial expert'.
2005James R. Boyle's initial start date as Trustee of various trusts within the John Hancock Fund Complex.
2005William H. Cunningham's start date as Trustee.
2005Hassell H. McClellan's start date as Trustee of various trusts within the John Hancock Fund Complex.
2008Deborah C. Jackson's start date as Trustee.
2008Grace K. Fey's start date as Trustee of various trusts within the John Hancock Fund Complex.
2009Salvatore Schiavone's start date as Treasurer.
2009Christopher Sechler's start date as Chief Legal Officer and Secretary of various trusts within the John Hancock Fund Complex.
2012Grace K. Fey's start date as Trustee.
2012Hassell H. McClellan's start date as Trustee.
December 12, 2012Date the John Hancock Funds Audit Committee Charter was adopted.
2015James R. Boyle's re-start date as Trustee.
2016Trevor Swanberg's start date as Chief Compliance Officer of various trusts within the John Hancock Fund Complex.
2017Andrew G. Arnott's start date as Trustee.
2018Christopher Sechler's start date as Secretary and Chief Legal Officer.
2020Frances G. Rathke's start date as Trustee.
2020Trevor Swanberg's start date as Chief Compliance Officer.
2022Dean C. Garfield's start date as Trustee.
2022Noni Ellison McKee's start date as Trustee.
2023Kristie M. Feinberg's start date as President (Chief Executive Officer and Principal Executive Officer).
2024William K. Bacic's start date as Trustee.
2024Thomas R. Wright's start date as Trustee.
2024Fernando A. Silva's start date as Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer).
December 31, 2024Effective date of Steven R. Pruchansky's retirement as Trustee.
2025Christine L. Hurtsellers' start date as Trustee.
2025Kenneth J. Phelan's start date as Trustee.
2025Kristie M. Feinberg's start date as Trustee.
November 12, 2025Effective date of appointment for Christine L. Hurtsellers and Kenneth J. Phelan as Trustees.
November 25, 2025Record date for determining shareholders eligible to vote at the annual meeting.
December 9, 2025Date the Audit Committee Report was issued by the then-current Committee Members.
December 11, 2025Date the John Hancock Funds Nominating and Governance Committee Charter was adopted.
December 26, 2025Date the proxy statement and proxy card are intended to be first mailed to shareholders.
December 31, 2025Effective date of William H. Cunningham's retirement from the Board.
January 1, 2026Effective date for Thomas R. Wright to serve on the Audit Committee.
February 4, 2026Deadline to request a paper copy of proxy materials for timely delivery.
February 17, 2026Date of the annual shareholder meeting.
August 28, 2026Deadline for shareholder proposals for the 2027 annual meeting (Rule 14a-8).
September 27, 2026Latest date for written notice of shareholder proposals submitted outside Rule 14a-8 for the 2027 annual meeting.

Keywords

Proxy Statement, Trustee Election, Corporate Governance, Shareholder Meeting, Investment Company, John Hancock, Board of Trustees, Risk Management, Audit Committee, Independent Trustees

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.