DEF: John Hancock Funds Set Trustee Election for Feb 2026 Meeting

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

Summary

• An annual shareholder meeting for John Hancock Financial Opportunities Fund, John Hancock Diversified Income Fund, John Hancock Preferred Income Fund, John Hancock Preferred Income Fund II, John Hancock Preferred Income Fund III, John Hancock Premium Dividend Fund, and John Hancock Tax-Advantaged Dividend Income Fund 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: To elect six (6) Trustees to serve for a three-year term ending at the 2029 Annual Meeting of Shareholders.
• The Board of Trustees recommends that shareholders vote FOR the election of each of the six (6) Nominees.
• Five of the six nominees currently serving as John Hancock fund Trustees are independent of John Hancock's management.
• Shareholders of record as of the close of business on November 25, 2025, are entitled to vote.
• Voting can be done online, by phone, or by mail, and prompt voting is encouraged to avoid additional mailings at the funds' expense.
• The total cost for the preparation and distribution of these proxy materials is expected to be approximately $248,840, which will be borne by the funds.

Sentiment

Score: 7

Explanation: The filing is a standard corporate governance document, indicating stable and well-structured oversight. The emphasis on independent trustees and robust committee structures is positive for shareholder confidence. No negative operational or financial news is present, suggesting a routine and expected update.

Positives

• Five of the six Trustee nominees are independent of John Hancock's management, promoting effective independent oversight.
• The Board of Trustees maintains a super-majority of Independent Trustees (12 out of 14), which is considered beneficial for representing shareholder interests.
• A comprehensive committee structure is in place, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, enhancing oversight capabilities.
• The Audit Committee includes two designated audit committee financial experts, Ms. Rathke and Mr. Bacic, ensuring strong financial oversight.
• The Nominating and Governance Committee actively strives for diversity in experiences, gender, race, ethnic background, and geographic origin when considering Trustee candidates.

Risks

• The funds are subject to various 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 derivatives users, must adopt and implement a written Derivatives Risk Management Program designed to manage the funds' derivatives risks.

Future Outlook

The filing primarily concerns the upcoming annual shareholder meeting and the election of Trustees for a term expiring at the 2029 Annual Meeting. No specific forward-looking statements regarding financial performance, strategic initiatives, or market guidance are provided.

Management Comments

• "Your funds Trustees play an important oversight role, monitoring both performance and fees on your behalf." Kristie M. Feinberg, President, Manulife John Hancock Investments
• "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." Kristie M. Feinberg, President, Manulife John Hancock Investments
• "The Board of Trustees recommends that you vote in favor of the election of each of the six (6) Nominees."

Industry Context

This proxy statement is a routine corporate governance disclosure for a U.S. registered investment company complex. The election of trustees and the detailed description of board structure, committees, and risk oversight are standard practices in the financial services industry, particularly for mutual and closed-end funds, emphasizing transparency and independent oversight to protect shareholder interests.

Comparison to Industry Standards

• The Board's structure, featuring a super-majority of Independent Trustees (12 out of 14), aligns with and often exceeds corporate governance best practices for investment companies, aiming to enhance independent oversight and shareholder protection.
• The designation of two audit committee financial experts (Ms. Rathke and Mr. Bacic) within the Audit Committee meets and exceeds SEC requirements, demonstrating a strong commitment to robust financial reporting oversight, comparable to leading industry benchmarks.
• The comprehensive committee structure, including Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment Committees, is typical for large fund complexes, indicating a sophisticated and well-defined approach to governance and risk management, similar to peers like Vanguard or Fidelity.
• The Nominating and Governance Committee's explicit commitment to achieving diversity in Trustee candidate selection (gender, race, ethnic background, geographic origin, and thought) reflects evolving industry standards and stakeholder expectations for board composition, positioning the funds favorably against modern governance benchmarks.

Management Changes

Corporate Governance

Related Party Transactions

• John Hancock Investment Management LLC (the Advisor) serves as the investment advisor and administrator for each fund.
• Manulife Investment Management (US) LLC, an affiliate of the Advisor, serves as subadvisor to most funds, except for Diversified Income Fund.
• John Hancock Investment Management Distributors LLC, an affiliate of the Advisor, serves as a distributor to Financial Opportunities Fund and Premium Dividend Fund.
• Kristie M. Feinberg and Andrew G. Arnott are Non-Independent Trustees due to their current or former positions with the Advisor and its affiliates.
• PricewaterhouseCoopers LLP (PwC) provides non-audit services to the Advisor and Advisor Affiliates, with aggregate fees of $867,504 for the fiscal year ended December 31, 2024, and $1,324,116 for the fiscal year ended December 31, 2023 (for funds with a December 31 fiscal year end).

Stakeholder Impact

• **Shareholders**: Directly impacted by the election of Trustees who oversee fund performance and fees. The proxy solicitation encourages shareholder participation to ensure effective governance and potentially reduce fund expenses related to additional mailings.
• **Management/Employees**: The Board of Trustees oversees management, and the filing details the roles and responsibilities of key officers, ensuring accountability and strategic direction.
• **Service Providers (Advisor, Subadvisors, PwC)**: The filing outlines the roles of the investment advisor, subadvisors, and independent auditor, whose performance and fees are subject to Board and committee oversight, ensuring adherence to standards and regulatory compliance.

Next Steps

• Shareholders are encouraged to vote on the election of six Trustees for a three-year term.
• The Annual Shareholder Meeting will be held on February 17, 2026, for the formal election and any other proper business.
• Elected Trustees will serve until the 2029 Annual Meeting of Shareholders.
• Shareholders may submit proposals for the 2027 annual meeting 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 primarily focused on the annual election of Trustees and updates to corporate governance. It does not contain any new financial performance data, strategic shifts, or other material information that would warrant a change in the investment recommendation. The emphasis on independent oversight and robust governance structures is a positive for long-term stability but does not provide a basis for a 'buy' or 'sell' decision based solely on this document.

Keywords

John Hancock, Premium Dividend Fund, SEC filing, DEF 14A, proxy statement, trustee election, corporate governance, investment fund, shareholder meeting, closed-end fund, Manulife