DEF: John Hancock Funds Seek Shareholder Vote on Trustee Elections
Sentiment:
Definitive Proxy Statement
John Hancock Preferred Income Fund III and other affiliated funds are soliciting shareholder votes for the election of six Trustees at their annual meeting scheduled for February 17, 2026.
Summary
- Shareholders of John Hancock Preferred Income Fund III and six other John Hancock funds are invited to an annual meeting on February 17, 2026, at 2:00 P.M. Eastern time, to vote on the election of six Trustees.
- The Board of Trustees recommends voting FOR the six nominees: 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 overall Board consists of 14 Trustees, with 12 being independent.
- Shareholders of record as of November 25, 2025, are eligible to vote and can do so online, by phone, or by mail.
- The elected Trustees will serve a three-year term ending at the 2029 Annual Meeting of Shareholders.
- 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: 6
Explanation: The filing is largely neutral, as it is a routine proxy statement for trustee elections. The detailed corporate governance structure and emphasis on independent oversight are positive, but there are no new financial or operational updates to significantly shift sentiment.
Positives
- A super-majority of the Board of Trustees (12 out of 14) are independent, promoting effective independent oversight of the funds' operations and shareholder interests.
- The Board includes a diverse range of experienced professionals with backgrounds in finance, accounting, investment management, corporate governance, and risk management.
- The Nominating and Governance Committee actively strives for diversity in experiences, gender, race, ethnic background, and geographic origin among Trustee candidates.
- The Board has a robust committee structure, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, each with specific oversight responsibilities.
Negatives
- Two non-independent Trustees, Andrew G. Arnott and Kristie M. Feinberg, reported no beneficial ownership of shares in any of the John Hancock funds they oversee as of October 31, 2025.
Risks
- The funds are subject to various risks inherent to registered investment companies, 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.
- Funds engaging in derivatives transactions (other than limited derivatives users) must adopt and implement written derivatives risk management programs, which are subject to periodic review and reporting to the Board.
Future Outlook
The filing primarily focuses on the upcoming annual meeting and the election of Trustees, which is a routine governance matter. It does not provide specific forward-looking financial guidance or strategic outlooks for the funds' performance. The election of Trustees is intended to ensure continued effective oversight of the funds' operations and risk management.
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, emphasizing the importance of their input on the election of Trustees who oversee fund performance and fees.
Industry Context
This proxy statement reflects standard corporate governance practices for U.S. registered investment companies, particularly closed-end funds. The emphasis on independent trustees, a staggered board, and a comprehensive committee structure aligns with best practices aimed at protecting shareholder interests and ensuring robust oversight in the investment management industry. The detailed disclosure of trustee qualifications and risk oversight mechanisms is typical for SEC-regulated funds.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Trustee | William H. Cunningham | December 31, 2025 | Retirement | |
| Trustee | Steven R. Pruchansky | December 31, 2024 | Retirement | |
| Trustee | Gregory A. Russo | August 1, 2024 | Retirement | |
| Trustee | Christine L. Hurtsellers | November 12, 2025 | Appointment | |
| Trustee | Kenneth J. Phelan | November 12, 2025 | Appointment | |
| President (Chief Executive Officer and Principal Executive Officer) | Kristie M. Feinberg | 2023 | Appointment | |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | Fernando A. Silva | 2024 | Appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The Board of Trustees consists of fourteen members, with twelve designated as Independent Trustees, ensuring a super-majority of independent oversight. | Ongoing | Enhances independent oversight and shareholder representation, aligning with best governance practices. |
| Board Leadership Structure | An Independent Trustee serves as the Chairperson of the Board, and a Vice Chairperson is also designated. This structure is believed to promote effective independent oversight. | Ongoing | Strengthens the independence of the Board's leadership, fostering objective decision-making. |
| Committee Structure | The Board maintains five standing committees: Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committee (with four subcommittees). | Ongoing | Provides specialized oversight for critical areas such as financial reporting, compliance, risk management, and investment performance. |
| Audit Committee Expertise | The Audit Committee includes two designated audit committee financial experts (Frances G. Rathke and William K. Bacic), as defined by SEC rules. | Ongoing | Ensures high-level financial and accounting expertise in overseeing financial reporting and internal controls. |
| Nominating and Governance Committee Charter | The Committee's charter was adopted on December 11, 2025, outlining criteria for Trustee candidates, including a commitment to diversity (gender, race, ethnic background, geographic origin, and thought). | December 11, 2025 | Formalizes the commitment to diverse and highly qualified Board membership, enhancing the Board's collective expertise and perspective. |
| Risk Oversight Framework | The Board oversees the funds' risk management activities through its various committees, with the Advisor having primary day-to-day responsibility. This includes oversight of investment, financial, compliance, operational, and derivatives risks. | Ongoing | Provides a structured and multi-layered approach to identifying, assessing, and managing risks, contributing to fund stability and investor protection. |
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, serves as subadvisor to most funds.
- John Hancock Investment Management Distributors LLC, an affiliate, serves as a distributor to Financial Opportunities Fund and Premium Dividend Fund.
- Non-Independent Trustees Kristie M. Feinberg and Andrew G. Arnott hold current or former positions with the Advisor and its affiliates, providing management input and perspective to the Board.
Stakeholder Impact
- Shareholders: Directly impacted by the election of Trustees, who are responsible for overseeing fund performance, fees, and overall governance. Their votes determine the composition of the Board.
- Employees of the Advisor and its affiliates: The filing details the roles of various officers and their affiliations, indicating the ongoing operational structure.
- Customers (Fund Investors): Benefit from the robust corporate governance structure and independent oversight designed to protect their interests and ensure sound management of the funds.
- Independent Registered Public Accounting Firm (PwC): Continues its role as auditor, with fees and services subject to Audit Committee pre-approval and oversight.
Next Steps
- Shareholders are urged to vote on the election of six Trustees by February 17, 2026, via online, phone, or mail.
- The Annual Meeting of Shareholders will be held on February 17, 2026, at 2:00 P.M. Eastern time.
- Shareholder proposals for the 2027 annual meeting must be received by August 28, 2026 (for Rule 14a-8 inclusion) or between August 28, 2026, and September 27, 2026 (for other proposals).
Key Dates
| Date | Description |
|---|---|
| 1986 | William H. Cunningham began serving as Trustee of various trusts within the John Hancock Fund Complex. |
| 1988 | Grace K. Fey became Director and Executive Vice President at Frontier Capital Management Company. |
| 1994 | William H. Cunningham became Trustee of John Hancock Financial Opportunities Fund and Premium Dividend Fund. |
| 1998 | Thomas R. Wright became Head of US Equity Cash Trading and Salestrading at Merrill Lynch & Co. |
| 2000 | William H. Cunningham became Director at Southwest Airlines. |
| 2001 | Kristie M. Feinberg began at Oppenheimer Funds; Deborah C. Jackson became Board of Directors of Eastern Bank Corporation and Eastern Bank Charitable Foundation. |
| 2002 | William H. Cunningham became Trustee of John Hancock Preferred Income Fund and Preferred Income Fund II; Deborah C. Jackson became Chief Executive Officer of American Red Cross of Massachusetts Bay and Board of Directors of Boston Stock Exchange. |
| 2003 | Frances G. Rathke became Chief Financial Officer and Treasurer at Keurig Green Mountain, Inc.; Thomas R. Wright became Head of European Equity Trading and Salestrading at Merrill Lynch & Co. |
| 2004 | William H. Cunningham became Trustee of John Hancock Tax-Advantaged Dividend Income Fund; Thomas R. Wright became Global Head of Trading at Sanford C. Bernstein & Co.; Andrew G. Arnott became Director and Chairman of John Hancock Investment Management Distributors LLC. |
| 2005 | James R. Boyle began serving as Trustee of various trusts within the John Hancock Fund Complex; Hassell H. McClellan began serving as Trustee of various trusts within the John Hancock Fund Complex; Andrew G. Arnott became Director and Chairman of John Hancock Investment Management LLC. |
| 2006 | William H. Cunningham became Director at Lincoln National Corporation; Andrew G. Arnott became Director and Chairman of John Hancock Variable Trust Advisers LLC. |
| 2007 | Grace K. Fey became Chief Executive Officer of Grace Fey Advisors; Salvatore Schiavone became Assistant Vice President at John Hancock Financial Services and Vice President at John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC; Andrew G. Arnott became President of various trusts within the John Hancock Fund Complex. |
| 2008 | Grace K. Fey began serving as Trustee of various trusts within the John Hancock Fund Complex; Deborah C. Jackson became Trustee of various trusts within the John Hancock Fund Complex; Hassell H. McClellan became Director/Trustee of Virtus Funds. |
| 2009 | Grace K. Fey became Director at Fiduciary Trust; Christine L. Hurtsellers became Chief Investment Officer, Fixed Income at Voya Financial, Inc.; Christopher Sechler became Assistant Vice President and Senior Counsel at John Hancock Investment Management and Chief Legal Officer and Secretary of various trusts within the John Hancock Fund Complex. |
| 2010 | Christine L. Hurtsellers became Board Counselor at The Carter Center; Hassell H. McClellan became Director at The Barnes Group; Dean C. Garfield became President of the United States Trade Advisory Council. |
| 2011 | William H. Cunningham became Trustee of John Hancock Diversified Income Fund; Deborah C. Jackson became President of Cambridge College. |
| 2012 | Grace K. Fey became Trustee of various trusts within the John Hancock Fund Complex; Hassell H. McClellan became Trustee of various trusts within the John Hancock Fund Complex; James R. Boyle retired as Chief Executive Officer, John Hancock and Senior Executive Vice President, Manulife Financial. |
| 2013 | Hassell H. McClellan retired as Associate Professor at The Wallace E. Carroll School of Management, Boston College; Thomas R. Wright became Director of Equities at JMP Securities and Executive Committee Member at JMP Group. |
| 2014 | Kenneth J. Phelan became Chief Risk Officer of the U.S. Department of the Treasury; Christine L. Hurtsellers became Former Member of US Treasury Borrowing Advisory Committee. |
| 2015 | James R. Boyle became Trustee of various trusts within the John Hancock Fund Complex; Christopher Sechler became Vice President and Deputy Chief Counsel at John Hancock Investment Management. |
| 2016 | Christine L. Hurtsellers became Chief Executive Officer, Voya Investment Management; Frances G. Rathke became Director, Audit Committee Chair and Compensation Committee Member at Green Mountain Power Corporation and Director and Audit Committee Chair at Planet Fitness; Trevor Swanberg became Assistant Chief Compliance Officer at John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC and Chief Compliance Officer of various trusts within the John Hancock Fund Complex. |
| 2017 | James R. Boyle became board member at Foresters Financial; Andrew G. Arnott became Trustee of various trusts within the John Hancock Fund Complex; Hassell H. McClellan became Chairperson of the Board of various trusts within the John Hancock Fund Complex. |
| 2018 | James R. Boyle became Chief Executive Officer at Foresters Financial; Christine L. Hurtsellers became Board Counselor at UNICEF USA and Director at Pomona Capital; William K. Bacic became Director, Audit Committee Chairman, and Risk Committee Member at DWS USA Corp.; Christopher Sechler became Secretary and Chief Legal Officer of various trusts within the John Hancock Fund Complex. |
| 2019 | Christine L. Hurtsellers became Board Governor at Investment Company Institute; Kenneth J. Phelan became Director, Risk Oversight Chair, Executive, Human Resources & Compensation Committees member at Huntington Bancshares Incorporated and Senior Advisor at Oliver Wyman, Inc.; Kristie M. Feinberg became CFO Americas & Global Head of Treasury at Invesco, Ltd., Invesco US; Dean C. Garfield became Vice President at Netflix, Inc. and Advisory Board Member of the Block Center for Technology and Society; Trevor Swanberg became Deputy Chief Compliance Officer at John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC. |
| 2020 | William H. Cunningham became Chairman of the Board at Nuclein; Kenneth J. Phelan became Director, Audit, Finance & Social Responsibility Committees member at Adtalem Global Education Inc.; Frances G. Rathke became Trustee of various trusts within the John Hancock Fund Complex; Thomas R. Wright became Chief Operating Officer at JMP Securities; Trevor Swanberg became Chief Compliance Officer of various trusts within the John Hancock Fund Complex and Chief Compliance Officer at John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC; Fernando A. Silva became Director, Fund Administration and Assistant Treasurer at John Hancock Funds. |
| 2021 | Noni Ellison McKee became Senior Vice President, General Counsel & Corporate Secretary at Tractor Supply Company; Frances G. Rathke became Director, Audit Committee Chair at Oatly Group AB; Dean C. Garfield became NYU School of Law Board of Trustees and Member, U.S. Department of Transportation, Advisory Committee on Automation; Kristie M. Feinberg became CFO and Global Head of Strategy at Manulife Investment Management; Fernando A. Silva became Assistant Vice President at John Hancock Life & Health Insurance Company, John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York. |
| 2022 | James R. Boyle became Board Member at United of Omaha Life Insurance Company and Mutual of Omaha Investor Services, Inc.; Hassell H. McClellan became Trustee of Berklee College of Music; Noni Ellison McKee became Trustee of various trusts within the John Hancock Fund Complex; Dean C. Garfield became Trustee of various trusts within the John Hancock Fund Complex; Andrew G. Arnott became Global Head of Retail for Manulife. |
| 2023 | Deborah C. Jackson retired as President of Cambridge College; Kristie M. Feinberg became President (Chief Executive Officer and Principal Executive Officer) of various trusts within the John Hancock Fund Complex, Head of Wealth & Asset Management, U.S. and Europe, for John Hancock and Manulife, and Director and Chairman of John Hancock Investment Management LLC, John Hancock Variable Trust Advisers LLC, and John Hancock Investment Management Distributors LLC; Thomas R. Wright retired as Chief Operating Officer and Director of Equities at JMP Securities; Andrew G. Arnott retired as Head of Wealth and Asset Management, United States and Europe, for John Hancock and Manulife, and Director and Chairman of John Hancock Investment Management LLC, John Hancock Variable Trust Advisers LLC, and John Hancock Investment Management Distributors LLC. |
| August 1, 2024 | Gregory A. Russo retired as Trustee. |
| December 31, 2024 | Steven R. Pruchansky retired as a Trustee of each fund; Fiscal year end for Financial Opportunities Fund and Diversified Income Fund. |
| 2024 | Christine L. Hurtsellers retired as Chief Executive Officer, Voya Investment Management and Board Governor, Investment Company Institute; Kenneth J. Phelan retired as Director, Pomona Capital; Noni Ellison McKee became Board Member, Congressional Black Caucus Foundation; Thomas R. Wright became Trustee of various trusts within the John Hancock Fund Complex; William K. Bacic became Trustee of various trusts within the John Hancock Fund Complex; Fernando A. Silva became Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of various trusts within the John Hancock Fund Complex. |
| 2025 | Christine L. Hurtsellers became Trustee of various trusts within the John Hancock Fund Complex and Director, Investment Committee Chair at Chariot Re; Kenneth J. Phelan became Trustee of various trusts within the John Hancock Fund Complex; Kristie M. Feinberg became Trustee of various trusts within the John Hancock Fund Complex and Head of Retail, Manulife Investment Management; Dean C. Garfield became Senior Vice-President, TKO Group; Deborah C. Jackson became Vice Chairperson of the Board of various trusts within the John Hancock Fund Complex; Andrew G. Arnott became Global Head of Institutional for Manulife. |
| July 31, 2025 | Fiscal year end for Preferred Income Fund, Preferred Income Fund II, and Preferred Income Fund III. |
| October 31, 2025 | Trustee share ownership data provided as of this date; Fiscal year end for Premium Dividend Fund and Tax-Advantaged Dividend Income Fund. |
| November 12, 2025 | Christine L. Hurtsellers and Kenneth J. Phelan were appointed to serve as Trustees. |
| November 25, 2025 | Record date for shareholders eligible to vote at the Annual Meeting. |
| December 26, 2025 | Date of the message to shareholders and the approximate first mailing date of the proxy statement and proxy card. |
| December 31, 2025 | William H. Cunningham will retire from the Board. |
| January 1, 2026 | Thomas R. Wright's effective date as a member of the Audit Committee. |
| February 4, 2026 | Deadline to request a paper copy of proxy materials for timely delivery. |
| February 17, 2026 | Date of the Annual Meeting of Shareholders. |
| August 28, 2026 | Deadline for shareholder proposals (Rule 14a-8) for the 2027 annual meeting. |
| September 27, 2026 | Latest date for written notice of shareholder proposals (outside Rule 14a-8) for the 2027 annual meeting. |
| 2029 | Term expiration for the six Trustees elected at the 2026 Annual Meeting. |
Recommendation
holdThis filing is a routine definitive proxy statement primarily concerning the election of Trustees and corporate governance matters. It does not contain any new financial performance data, strategic announcements, or material events that would typically influence the share price. The information presented reinforces the existing governance structure and the qualifications of the proposed board members, suggesting a continuation of current operational and oversight practices. Therefore, a 'hold' recommendation is appropriate as there is no new information to warrant a change in investment thesis.
Keywords
John Hancock, Preferred Income Fund, Trustee Election, Proxy Statement, Corporate Governance, Investment Fund, Closed-End Fund, SEC Filing, Board of Trustees, Shareholder Meeting
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.