DEF: John Hancock Investors Trust Seeks Shareholder Vote on Trustee Elections

John Hancock Investors Trust is soliciting shareholder votes for the election of thirteen trustees at its annual meeting scheduled for February 17, 2026.

Summary

• An annual shareholder meeting for John Hancock Investors Trust and John Hancock Income Securities Trust 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 thirteen (13) Trustees to serve until their successors are duly elected and qualified.
• All thirteen nominees currently serve as Trustees, with eleven of them being independent of John Hancock's management.
• Shareholders of record as of the close of business on November 25, 2025, are entitled to vote.
• Shareholders can vote online, by phone, or by mail, and are encouraged to vote promptly to avoid additional mailing expenses for the funds.
• The total cost for the preparation and distribution of proxy materials is expected to be approximately $27,808, borne by the funds.

Sentiment

Score: 7

Explanation: The filing is a routine proxy statement for trustee elections, indicating standard corporate governance. The emphasis on independent trustees, robust committee structure, and detailed risk oversight processes suggests a well-managed governance framework, which is a positive for investors.

Positives

• A significant majority of the nominated Trustees (11 out of 13) are independent of John Hancock's management, promoting strong independent oversight.
• The Board has a robust committee structure, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, ensuring specialized oversight across various critical areas.
• Nominees possess diverse and extensive experience in financial services, investment management, corporate governance, risk management, and public accounting.
• The Nominating and Governance Committee explicitly strives for diversity in trustee selection, considering gender, race, ethnic background, and geographic origin, aligning with modern governance best practices.
• The Board has established a comprehensive risk oversight framework, with various committees assisting in managing investment, financial, compliance, and operational risks.

Risks

• The funds are subject to a variety of 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 can be impacted by external events.
• The valuation of portfolio securities, particularly those not based on organized market prices, involves inherent risks and requires robust procedures and oversight.

Future Outlook

The funds anticipate that the Nominating and Governance Committee will generally favor the re-nomination of current Independent Trustees, provided they continue to meet the established criteria. The funds have no reason to believe it will be necessary to designate any substitute nominees for the upcoming trustee election.

Management Comments

• 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: "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."
• The Board of Trustees recommends that shareholders of each fund vote FOR each of the thirteen (13) nominees in the Proposal.

Industry Context

This filing represents a standard corporate governance event for publicly traded investment funds, emphasizing the routine election of trustees. The detailed disclosure of board composition, committee structures, and risk oversight mechanisms aligns with increasing regulatory expectations and investor demand for transparency and accountability in the asset management industry. The focus on a super-majority of independent trustees and a commitment to diversity reflects evolving best practices in corporate governance, aiming to enhance shareholder protection and fund performance oversight.

Comparison to Industry Standards

• The Board's proposed composition, with 11 out of 13 nominees being independent, exceeds typical corporate governance recommendations, such as the NYSE's requirement for a majority of independent directors, demonstrating a strong commitment to independent oversight.
• The comprehensive committee structure, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, is robust and aligns with or surpasses the governance frameworks of many large investment fund complexes, providing specialized expertise across critical operational and strategic areas.
• The explicit commitment by the Nominating and Governance Committee to strive for diversity in trustee candidates, considering gender, race, ethnic background, and geographic origin, reflects a proactive approach to board composition that is increasingly becoming an industry standard, moving beyond traditional skill-set focused criteria.

Management Changes

Corporate Governance

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.
• There have been no legal proceedings material to an evaluation of the ability or integrity of any Nominee, Trustee, or executive officer 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.
• Independent Trustees receive compensation from the funds and other closed-end funds within the John Hancock Fund Complex.
• PricewaterhouseCoopers LLP (PwC) provides non-audit services to the Advisor and its affiliates, with aggregate fees of $754,016 in 2025 and $1,349,450 in 2024.

Stakeholder Impact

• Shareholders: Directly impacted by the election of Trustees, who are responsible for fund oversight, performance monitoring, and fee management. Prompt voting can lead to cost savings for the funds.
• Fund Investors (Customers): Benefit from the robust corporate governance structure, including a super-majority of independent trustees and comprehensive committee oversight, which aims to protect their interests and ensure sound fund management.
• Management and Employees of Advisor/Affiliates: The governance structure and risk oversight processes provide a framework for their operations and accountability.
• Service Providers (e.g., PwC, Computershare Inc.): Continue to provide essential services such as auditing, transfer agency, and proxy solicitation, receiving compensation for these services.

Next Steps

• Shareholders are required to vote on the election of thirteen Trustees at the annual meeting on February 17, 2026.
• Shareholders interested in submitting 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 routine proxy statement for the election of trustees and does not contain information that would directly impact the financial performance or valuation of the John Hancock Investors Trust. It primarily addresses corporate governance matters, which are important for long-term stability but do not warrant a 'buy' or 'sell' recommendation based solely on this document. The strong emphasis on independent trustees and robust oversight committees is a positive for governance, supporting a 'hold' stance for existing investors.

Keywords

John Hancock Investors Trust, Proxy Statement, Trustee Election, Corporate Governance, Shareholder Meeting, Investment Fund, SEC Filing, Board of Trustees, Risk Management, Independent Trustees