DEF: John Hancock Funds: Trustee Elections Set for Feb 2026

John Hancock Preferred Income Fund II and other John Hancock funds are soliciting proxies for their annual shareholder meeting on February 17, 2026, to elect six Trustees.

Summary

• The annual shareholder meeting for several John Hancock funds, including John Hancock Preferred Income Fund II, will be held on Tuesday, February 17, 2026, at 2:00 P.M. Eastern time in Boston, Massachusetts.
• The primary proposal for the meeting is the election of six Trustees to serve for a three-year term, concluding 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.
• Five of the six nominees are independent of John Hancock's management, and the Board of Trustees recommends that shareholders vote FOR the election of each nominee.
• Shareholders of record as of the close of business on November 25, 2025, are entitled to vote, with options to vote online, by phone, or by mail.
• The Board of Trustees is staggered and currently comprises fourteen Trustees, with twelve designated as Independent Trustees.
• The estimated cost for the preparation and distribution of these proxy materials is approximately $248,840, which will be borne by the funds.

Sentiment

Score: 7

Explanation: The filing is a routine corporate governance document. The emphasis on independent trustees, robust committee structures, and diversity in board selection reflects strong governance practices, which is positive for shareholder confidence. However, it contains no financial performance updates or strategic news that would significantly alter investment sentiment.

Positives

• The Board of Trustees maintains a super-majority of Independent Trustees (12 out of 14), which is integral to promoting effective independent oversight of the funds' operations and meaningful representation of shareholder interests.
• The nominated Trustees and existing Board members possess extensive experience in financial services, corporate governance, risk management, and accounting, contributing to a diverse skill set on the Board.
• The Board has established a comprehensive committee structure, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, each with specific oversight responsibilities.
• The Audit Committee includes two designated audit committee financial experts, Frances G. Rathke and William K. Bacic, enhancing financial reporting oversight.
• The Nominating and Governance Committee explicitly strives to achieve a group of Trustee candidates that reflects diversity in experiences, gender, race, ethnic background, and geographic origin.

Negatives

• Three Trustees (Andrew G. Arnott, Kristie M. Feinberg, and James R. Boyle) are classified as Non-Independent due to their current or former positions with the Advisor or its affiliates, which could present perceived conflicts of interest despite the Board's view that they provide valuable management input.
• Christine L. Hurtsellers, Kenneth J. Phelan, and Kristie M. Feinberg were appointed as Trustees effective November 12, 2025, and their share ownership information as of October 31, 2025, is listed as 'N/A', indicating recent appointments without immediate reported holdings.
• William H. Cunningham is scheduled to retire as a Trustee effective December 31, 2025, which will necessitate a replacement or adjustment to the Board's composition.

Risks

• The funds are subject to a variety of 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 are at times impacted by external events.
• Funds engaging in derivatives transactions (other than limited users) are required to adopt and implement a written Derivatives Risk Management Program, which necessitates ongoing oversight and reporting to the Board.

Future Outlook

The filing primarily focuses on corporate governance matters, specifically the upcoming election of Trustees. It does not provide a general future outlook regarding the funds' financial performance, investment strategy, or market expectations beyond the continuity of board oversight.

Management Comments

• Kristie M. Feinberg, President of Manulife John Hancock Investments, encouraged shareholders to vote promptly to help avoid additional mailings at the funds' expense.
• The Board believes that its leadership structure, with an Independent Trustee as Chairperson, is appropriate for exercising informed and independent judgment and promoting effective independent oversight of the funds' operations and meaningful representation of shareholder interests.
• The Board believes that having interested persons (non-independent trustees) serve on the Board brings corporate and financial viewpoints that are helpful elements in its decision-making process.

Industry Context

This filing is a routine corporate governance disclosure for an investment company complex, typical for publicly traded funds. The emphasis on a super-majority of independent trustees and a robust committee structure aligns with evolving best practices in investment fund governance, particularly in response to regulatory requirements under the Investment Company Act of 1940 and broader investor demands for transparency and independent oversight. The detailed disclosure of trustee qualifications and committee functions reflects a commitment to strong governance within the competitive asset management industry.

Comparison to Industry Standards

• The Board's composition, with 12 out of 14 Trustees being independent, represents a super-majority of independent directors, which generally exceeds the minimum requirements and best practice recommendations for corporate boards, enhancing independent oversight.
• The designation of two audit committee financial experts (Frances G. Rathke and William K. Bacic) within the Audit Committee meets and potentially exceeds SEC requirements for public companies, demonstrating a strong focus on financial reporting integrity.
• The comprehensive committee structure, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, is indicative of a sophisticated governance framework typical of large, well-regulated fund complexes.
• The Nominating and Governance Committee's explicit commitment to diversity (gender, race, ethnic background, geographic origin) in its trustee selection process reflects a proactive approach to modern corporate governance standards and stakeholder expectations.

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.
• 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 for the funds.
• Manulife Investment Management (US) LLC, an affiliate of the Advisor, serves as subadvisor to most funds.
• John Hancock Investment Management Distributors LLC, an affiliate of the Advisor, serves as a distributor for Financial Opportunities Fund and Premium Dividend Fund.
• Non-Independent Trustees Andrew G. Arnott and Kristie M. Feinberg hold current or former positions with the Advisor or its affiliates.
• PricewaterhouseCoopers LLP (PwC) provides audit and non-audit services to the Advisor and Advisor Affiliates, with aggregate non-audit fees of $867,504 for the fiscal year ended December 31, 2024, and $1,324,116 for the fiscal year ended December 31, 2023. The Audit Committee determined this compensation is not incompatible 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. The request for prompt voting aims to reduce fund expenses, indirectly benefiting shareholders.
• Management and Employees: The Board's oversight structure and composition directly influence the operational and strategic direction of the funds and the Advisor.
• Regulatory Bodies: The detailed disclosures and adherence to SEC regulations (e.g., 1940 Act, Sarbanes-Oxley) demonstrate compliance with legal and governance standards.
• Service Providers (e.g., PwC, transfer agents): Their roles and compensation are subject to Board and committee oversight, ensuring accountability and appropriate service levels.

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.
• The newly elected Trustees will serve a three-year term ending at the 2029 Annual Meeting of Shareholders.
• William H. Cunningham will retire as Trustee effective December 31, 2025.

Key Dates

Recommendation

This filing is a routine proxy statement focused on corporate governance, specifically the election of trustees. It does not contain information related to the financial performance, strategic direction, or operational results of the funds that would warrant a 'buy' or 'sell' recommendation. The robust governance structure, with a super-majority of independent trustees and detailed committee charters, is a positive for long-term stability and oversight, supporting a 'hold' position for existing investors.

Keywords

John Hancock, Preferred Income Fund II, SEC filing, proxy statement, trustee election, corporate governance, investment funds, closed-end funds, shareholder meeting, board of trustees, risk management, audit committee, compliance