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

John Hancock Tax-Advantaged Dividend Income Fund and related funds are seeking shareholder votes on the election of six Trustees at their annual meeting scheduled for February 17, 2026.

Summary

• An annual shareholder meeting is scheduled for Tuesday, February 17, 2026, at 2:00 P.M. Eastern time, at the offices of Manulife John Hancock Investments in Boston, Massachusetts.
• Shareholders are being asked to vote on 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.
• All six nominees currently serve as John Hancock fund Trustees, and five of the six are independent of John Hancock's management.
• The Board of Trustees recommends that shareholders vote FOR the election of each of the six nominees.
• 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 using the enclosed proxy card.
• The Board of Trustees consists of fourteen Trustees, with twelve designated as Independent Trustees.
• PricewaterhouseCoopers LLP (PwC) has been selected as the independent registered public accounting firm for the funds.
• The estimated 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 trustee elections, indicating stable corporate governance with a strong emphasis on independent oversight and robust committee structures. No financial performance or significant strategic changes are announced, leading to a neutral to slightly positive sentiment regarding governance practices.

Positives

• Five of the six Trustee nominees are independent of John Hancock's management, ensuring strong independent oversight.
• The Board operates with a super-majority of Independent Trustees (12 out of 14), which is considered beneficial for shareholder interests.
• Five standing committees (Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, and Investment) are established to enhance effective oversight and specialized governance.
• The Audit Committee includes financially literate members, with two designated as audit committee financial experts, strengthening financial reporting oversight.
• The Nominating and Governance Committee actively strives for diversity in experiences, gender, race, ethnic background, and geographic origin for Trustee candidates.
• The Board maintains a comprehensive risk oversight framework, addressing investment, financial, compliance, and operational risks through dedicated committees and a Derivatives Risk Management Program.
• Many Independent Trustees hold substantial share ownership in the John Hancock Fund Complex (over $100,000 for most), aligning their financial interests with those of shareholders.

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 can be impacted by external events.
• Potential conflicts of interest involving fund management are a factor considered for Trustee candidates, highlighting an inherent risk in governance.
• The use of fair value methodologies that rely on inputs from third-party service providers introduces a risk related to the accuracy and objectivity of asset valuation.

Future Outlook

The filing primarily focuses on the upcoming trustee elections and the existing corporate governance structure. It does not provide specific forward-looking financial guidance or strategic outlook beyond the election of trustees for a term ending at the 2029 Annual Meeting. The Board's leadership structure may be changed at any time in response to evolving circumstances or the characteristics of a Trust.

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.
• "If you are not able to attend the meeting in person, I encourage you to vote today by proxy." 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." Kristie M. Feinberg.
• The Board believes that the different perspectives, viewpoints, professional experience, education, and individual qualities of each Trustee represent a diversity of experiences and a variety of complementary skills and expertise.
• The Board considers leadership by an Independent Trustee as Chairperson to be integral to promoting effective independent oversight of the funds' operations and meaningful representation of the shareholders interests, given the specific characteristics and circumstances of the funds.
• The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the funds' shareholders.
• The Board believes that having interested persons serve on the Board brings corporate and financial viewpoints that are helpful elements in its decision-making process.

Industry Context

This filing is a standard proxy statement for a complex of closed-end investment funds, a common practice in the asset management industry. The emphasis on independent trustees, robust committee structures, and detailed risk oversight reflects current best practices and regulatory expectations for corporate governance in the investment company sector. The staggered board structure is a typical mechanism employed for board stability and continuity within such entities.

Comparison to Industry Standards

• The Board's composition, featuring a super-majority of Independent Trustees (12 out of 14), aligns with or exceeds typical corporate governance recommendations for investment companies, which often mandate a majority of independent directors.
• The establishment of specialized committees (Audit, Compliance, Contracts, Legal & Risk, Nominating and Governance, Investment) is standard for well-governed fund complexes, ensuring focused oversight on critical areas like financial reporting, regulatory compliance, and investment performance.
• The designation of audit committee financial experts (Ms. Rathke and Mr. Bacic) meets SEC requirements for public companies and investment funds, enhancing financial oversight.
• The explicit commitment to diversity (gender, race, ethnic background, geographic origin) in Trustee selection by the Nominating and Governance Committee reflects a growing industry trend and stakeholder expectation for more inclusive board compositions.
• The detailed risk oversight framework, including a Derivatives Risk Management Program, demonstrates adherence to evolving regulatory requirements (e.g., Rule 18f-4 under the 1940 Act) and industry best practices for managing complex financial risks.

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 of the funds within the past ten years.

Related Party Transactions

• PricewaterhouseCoopers LLP (PwC) provides non-audit services to the Advisor and Advisor Affiliates, with fees disclosed and pre-approved 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 certain of its affiliates, indicating an ongoing relationship between management and the Board.

Stakeholder Impact

• Shareholders are directly impacted by the election of Trustees, who are responsible for overseeing fund performance and fees on their behalf. The prompt submission of votes is encouraged to minimize fund expenses related to additional mailings.
• The robust corporate governance structure, including a super-majority of independent trustees and specialized committees, aims to protect and represent the interests of all shareholders.
• Management and employees are subject to the oversight framework established by the Board of Trustees and its committees, influencing operational and strategic decisions.
• PricewaterhouseCoopers LLP (PwC) continues its role as the independent registered public accounting firm, providing audit and non-audit services, which impacts the integrity of financial reporting for all stakeholders.

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 processes must be delivered by September 27, 2026.
• The elected Trustees will serve a three-year term ending at the 2029 Annual Meeting of Shareholders.

Key Dates

Recommendation

This filing is a routine proxy statement for the election of trustees and provides an overview of the fund's corporate governance structure. It does not contain information related to financial performance, strategic shifts, or other factors that would typically warrant a 'buy' or 'sell' recommendation. The emphasis on independent oversight and robust committee structures suggests sound governance, which is a positive for long-term stability but does not provide a catalyst for immediate price movement. Therefore, a 'hold' recommendation is appropriate as the filing does not alter the fundamental investment thesis for the fund.

Keywords

Proxy Statement, Trustee Election, Corporate Governance, John Hancock Funds, Investment Company, SEC Filing, Shareholder Meeting, Board of Trustees, Financial Reporting, Risk Management, Audit Committee, Nominating Committee, Investment Management