DEF: John Hancock Funds Seek Shareholder Vote on Trustee Elections
Definitive Proxy Statement
John Hancock Funds announce their annual shareholder meeting on February 17, 2026, to elect six Trustees for a three-year term.
Summary
- The annual shareholder meeting for John Hancock Preferred Income Fund and other affiliated funds will be held on Tuesday, February 17, 2026, at 2:00 P.M., Eastern time, in Boston, Massachusetts.
- Shareholders are asked to vote on Proposal 1: the election of six Trustees to serve for 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.
- Five of the six nominees are independent of John Hancock's management, with Kristie M. Feinberg being a Non-Independent Trustee.
- Shareholders of record as of the close of business on November 25, 2025, are entitled to vote.
- Voting can be completed online, by phone, or by mail, and prompt voting is encouraged to avoid additional mailings at the funds' expense.
- The Board of Trustees recommends that shareholders vote FOR the election of each of the six nominees.
- The total cost for the preparation and distribution of these proxy materials is approximately $248,840.
Sentiment
Score: 7
Explanation: The filing is a routine proxy statement for governance matters, primarily focusing on trustee elections. It highlights a robust corporate governance structure with a strong emphasis on independent oversight and experienced board members, which is positive for long-term stability. No financial performance data is presented to indicate a strong positive or negative sentiment regarding the funds' operational results.
Positives
- The Board of Trustees recommends voting FOR all nominees, indicating confidence in the proposed leadership.
- A strong emphasis on independent oversight is maintained, with five of the six nominees for election being independent of John Hancock's management.
- The Board operates with a super-majority of Independent Trustees, enhancing governance and shareholder representation.
- A robust committee structure is in place, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, ensuring comprehensive oversight.
- Trustees possess significant and diverse experience in financial services, accounting, risk management, and corporate governance.
- The Nominating and Governance Committee explicitly strives for diversity in Trustee candidates, considering gender, race, ethnic background, geographic origin, and thought.
Negatives
- Kristie M. Feinberg and Andrew G. Arnott are classified as Non-Independent Trustees due to their current or former positions with the Advisor and its affiliates, which is a structural aspect rather than a direct negative.
Risks
- As registered investment companies, 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 sometimes impacted by external events.
- Funds engaging in derivatives transactions (other than limited users) are required to adopt and implement written derivatives risk management programs.
Future Outlook
The filing primarily focuses on the upcoming annual meeting and the election of Trustees, who, if elected, will serve a three-year term ending at the 2029 Annual Meeting. There are no specific forward-looking statements regarding financial performance or strategic guidance for the funds.
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 vote in the election of Trustees.
Industry Context
This proxy statement is a routine disclosure for a U.S. registered investment company complex, aligning with standard corporate governance practices in the investment management industry. The emphasis on independent trustees and a structured committee framework reflects a commitment to robust oversight, which is a key trend in the industry to protect shareholder interests and ensure compliance with regulatory standards.
Comparison to Industry Standards
- The Board's composition, with a super-majority of Independent Trustees and a dedicated Nominating and Governance Committee focused on diversity, aligns with or exceeds best practices for corporate governance in the investment fund industry.
- The detailed committee structure (Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, Investment) demonstrates a comprehensive approach to oversight, comparable to leading fund complexes.
- The explicit designation of audit committee financial experts (Ms. Rathke and Mr. Bacic) meets SEC requirements and industry expectations for financial oversight.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Trustee and President (CEO and Principal Executive Officer) | NA | Kristie M. Feinberg | 2023 | Appointment to leadership roles within John Hancock and Manulife Investment Management. |
| Trustee | NA | Christine L. Hurtsellers | 2025-11-12 | Appointment to the Board. |
| Trustee | NA | Kenneth J. Phelan | 2025-11-12 | Appointment to the Board. |
| Trustee | William H. Cunningham | NA | 2025-12-31 | Retirement from the Board. |
| Trustee | NA | William K. Bacic | 2024 | Appointment to the Board (for John Hancock Fund Complex). |
| Trustee | NA | Thomas R. Wright | 2024 | Appointment to the Board. |
| Trustee | Steven R. Pruchansky | NA | 2024-12-31 | Retirement from the Board. |
| Trustee | Gregory A. Russo | NA | 2024-08-01 | Retirement from the Board. |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | NA | Fernando A. Silva | 2024 | Appointment to the role. |
| Audit Committee Member | NA | Thomas R. Wright | 2026-01-01 | Appointment to the committee. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trustee Election | Shareholders are asked to elect six Trustees for a three-year term ending at the 2029 Annual Meeting, maintaining a staggered Board structure. | 2026-02-17 | Ensures continuity and staggered leadership, potentially preventing rapid changes in board composition. |
| Board Composition | The Board maintains a super-majority of Independent Trustees, with five of the six nominees for election being independent. | Ongoing | Strengthens independent oversight and aligns with best practices for protecting shareholder interests. |
| Committee Structure | The Board has established 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. |
| Nominating Policy | The Nominating and Governance Committee, composed solely of Independent Trustees, is responsible for selecting and recommending Independent Trustee candidates, with a stated commitment to diversity (gender, race, ethnic background, geographic origin, and thought). | Ongoing | Promotes a diverse and highly qualified board, enhancing decision-making and representation. |
| Audit Committee Expertise | The Audit Committee includes two designated audit committee financial experts, Frances G. Rathke and William K. Bacic. | Ongoing | Ensures strong financial literacy and expertise in overseeing financial reporting and internal controls. |
| Risk Oversight Framework | A comprehensive risk oversight framework is in place, involving the Board, Advisor, CCO, and various committees, with specific procedures for derivatives risk management. | Ongoing | Enhances the ability to identify, assess, manage, and report various risks affecting 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
- Non-audit services provided by PricewaterhouseCoopers LLP (PwC) to the Advisor and its affiliates are disclosed and subject to pre-approval by the Audit Committee.
- Kristie M. Feinberg and Andrew G. Arnott serve as Non-Independent Trustees due to their current or former positions with the Advisor and its affiliates.
Stakeholder Impact
- **Shareholders**: Directly impacted by the election of Trustees, who are responsible for fund oversight. Their participation in voting is crucial for corporate governance and to avoid additional fund expenses for proxy solicitations.
- **Management/Employees**: The election and composition of the Board of Trustees directly affect the oversight and strategic direction provided to the fund's management and operations.
- **Investment Professionals**: The detailed disclosure of governance structure, trustee qualifications, and committee responsibilities provides transparency and insight into the fund's operational integrity and oversight quality.
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.
- Shareholder proposals for the 2027 annual meeting must be received by August 28, 2026, for inclusion under Rule 14a-8.
- Written notice of shareholder proposals submitted outside of Rule 14a-8 must be delivered between August 28, 2026, and September 27, 2026.
Key Dates
| Date | Description |
|---|---|
| 2024-08-01 | Gregory A. Russo retired as Trustee. |
| 2024-12-31 | Steven R. Pruchansky retired as Trustee of each fund. |
| 2025-11-12 | Christine L. Hurtsellers and Kenneth J. Phelan were appointed to serve as Trustees. |
| 2025-11-25 | Record date for determining shareholders eligible to vote at the Annual Meeting. |
| 2025-12-26 | Date of the message to shareholders and approximate first mailing date of the proxy statement and proxy card. |
| 2025-12-31 | William H. Cunningham will retire from the Board. |
| 2026-01-01 | Thomas R. Wright's effective date as a member of the Audit Committee. |
| 2026-02-04 | Deadline to request a paper copy of the proxy materials for timely delivery. |
| 2026-02-17 | Date of the Annual Meeting of Shareholders. |
| 2026-08-28 | Latest date for shareholder proposals for the 2027 annual meeting to be received under Rule 14a-8. |
| 2026-09-27 | Latest date for written notice of shareholder proposals submitted outside of Rule 14a-8 processes. |
| 2029 | Term expiration for the elected Trustees at the Annual Meeting of Shareholders. |
Recommendation
holdThis filing is a routine definitive proxy statement primarily focused on the election of Trustees and outlining corporate governance practices. It does not contain any financial performance results, strategic shifts, or other material information that would directly impact the valuation or investment outlook of the funds. The robust governance structure and experienced board are positive for long-term stability, supporting a 'hold' recommendation for existing investors, as there is no new information to warrant a change in investment position.
Keywords
Proxy Statement, Trustee Election, Corporate Governance, John Hancock Funds, Investment Fund, Shareholder Meeting, Board of Trustees, SEC Filing, Risk Oversight, Audit Committee
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.