John Hancock Diversified Income Fund Seeks Trustee Re-election

TL;DR

**Vote FOR the six Trustee nominees to maintain stable, experienced leadership at John Hancock Diversified Income Fund (HEQ).**

AI Summary

John Hancock Diversified Income Fund (HEQ) is holding its annual shareholder meeting on February 17, 2026, to elect six Trustees for a three-year term expiring at the 2029 Annual Meeting. The Board of Trustees recommends voting FOR all 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, with Kristie M. Feinberg being a Non-Independent Trustee due to her role as President and Head of Retail at Manulife Investment Management. As of November 25, 2025, First Trust Portfolios L.P. held 1,731,980 shares, representing 14.32% of the Diversified Income Fund's outstanding shares. The fund had 12,093,752 shares outstanding on the Record Date. Shareholders are encouraged to vote online, by phone, or by mail to avoid additional mailings and associated costs.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the governance structure and the individuals responsible for overseeing the John Hancock Diversified Income Fund (HEQ). The election of Trustees directly impacts the fund's strategic direction, risk management, and fee structures, which are vital for long-term shareholder value. The presence of five independent Trustees among the six nominees suggests a commitment to objective oversight, a key factor for investor confidence. For employees and customers, stable and effective governance ensures the fund's continued operation and adherence to its investment objectives, maintaining trust in the John Hancock brand within the competitive asset management landscape.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns the routine election of Trustees, with all six nominees currently serving and five being independent. There are no proposals indicating significant changes to the fund's investment strategy, fees, or operational structure. The Board recommends voting 'FOR' all nominees, suggesting continuity.

Analyst Insight

Investors should review the backgrounds of the six Trustee nominees, particularly their experience and independence, to ensure alignment with their investment goals. Given the Board's recommendation and the routine nature of the election, shareholders should vote 'FOR' the nominees to support continuity in the fund's governance and avoid potential costs associated with soliciting additional votes.

Key Numbers

• 12,093,752 — Shares Outstanding (John Hancock Diversified Income Fund as of November 25, 2025)
• 1,731,980 — Shares Owned by First Trust Portfolios L.P. (Representing 14.32% of Diversified Income Fund as of September 30, 2025)
• 6 — Number of Trustees to be elected (For a three-year term ending at the 2029 Annual Meeting)
• 5 — Number of Independent Trustee nominees (Out of six nominees for election)
• 1 — Number of Non-Independent Trustee nominees (Kristie M. Feinberg, due to her role with the Advisor)
• 2026-02-17 — Annual Meeting Date (Scheduled for 2:00 P.M. Eastern time)
• 2025-11-25 — Record Date (For determining shareholders eligible to vote)
• 172 — Funds overseen by Kristie M. Feinberg (As a Trustee in the John Hancock Fund Complex)

Key Players & Entities

• John Hancock Diversified Income Fund (company) — Registrant
• Kristie M. Feinberg (person) — President of Manulife John Hancock Investments and Non-Independent Trustee nominee
• First Trust Portfolios L.P. (company) — Shareholder owning 14.32% of Diversified Income Fund
• James R. Boyle (person) — Independent Trustee nominee
• Grace K. Fey (person) — Independent Trustee nominee
• Christine L. Hurtsellers (person) — Independent Trustee nominee
• Hassell H. McClellan (person) — Independent Trustee nominee
• Kenneth J. Phelan (person) — Independent Trustee nominee
• Manulife John Hancock Investments (company) — Fund advisor affiliate
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

The John Hancock Diversified Income Fund operates within the closed-end fund industry, which faces competition from other income-focused investment vehicles, including other closed-end funds, open-end mutual funds, and ETFs. Trends in this sector often revolve around managing interest rate sensitivity, credit risk, and dividend sustainability to attract and retain income-seeking investors.

Regulatory Implications

As a registered investment company, the fund is subject to SEC regulations, including proxy solicitation rules and governance standards. The election of Trustees is a core regulatory requirement, ensuring proper oversight and compliance with fiduciary duties. Any changes in regulatory requirements for fund governance or disclosure could impact the fund's operations.

What Investors Should Do

1. Vote on the election of Trustees
2. Review Trustee Nominee Backgrounds
3. Note significant shareholder holdings

Key Dates

• 2026-02-17: Annual Shareholder Meeting — Shareholders will vote on the election of six Trustees for a three-year term. This is a key governance event for the fund.
• 2025-11-25: Record Date — Determines which shareholders are eligible to vote at the February 17, 2026 meeting. As of this date, there were 12,093,752 shares outstanding.
• 2025-12-26: Proxy Statement Mailing Date — Indicates when shareholders began receiving information about the annual meeting and proposals, allowing time for review and voting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting, including executive compensation, director elections, and other corporate actions. (This document is the proxy statement for the John Hancock Diversified Income Fund's annual meeting, outlining the proposals and information shareholders need to vote.)

Trustee

A member of the Board of Trustees responsible for overseeing the fund's operations, performance, and fees on behalf of shareholders. (The primary purpose of this meeting is to elect six Trustees, highlighting their critical governance role.)

Independent Trustee

A Trustee who is not an employee or officer of the fund's investment advisor or its affiliates, ensuring objective oversight. (Five of the six nominees are independent, which is a positive indicator for shareholder representation and oversight.)

Proxy Statement

A document that is required by the SEC to be sent to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document is the core communication to shareholders regarding the upcoming meeting and the election of Trustees.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the shareholder base for the February 17, 2026 meeting, with 12,093,752 shares outstanding on November 25, 2025.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual shareholder meeting focused on the election of Trustees. It does not contain comparative financial performance data against a prior year's filing. The key information relates to the upcoming meeting date (February 17, 2026), the number of Trustees to be elected (six), and the record date for voting (November 25, 2025).

Filing Documents

• d52030ddef14a.htm (DEF 14A) — 821KB
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• g52030dsp006a.jpg (GRAPHIC) — 11KB
• g52030dsp006b.jpg (GRAPHIC) — 12KB
• g52030dsp1.jpg (GRAPHIC) — 6KB
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• g473778envelope.jpg (GRAPHIC) — 4KB
• g473778feinbergsig.jpg (GRAPHIC) — 5KB
• g473778globe.jpg (GRAPHIC) — 4KB
• g473778imgd28dedda1.jpg (GRAPHIC) — 5KB
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• g473778phone.jpg (GRAPHIC) — 4KB
• 0001193125-25-315547.txt ( ) — 945KB

Legal Proceedings

Legal Proceedings 22 Audit Committee Report 22 Independent Registered Public Accounting Firm 22 Required Vote for Proposal 1 24 Miscellaneous 24 Voting Procedures 24 Telephone Voting 25 Internet Voting 25 Shareholders Sharing the Same Address 25 Other Matters 26 Shareholder Proposals 27 Audit Committee Charter 28 Nominating and Governance Committee Charter 34 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 John Hancock Tax-Advantaged Dividend Income Fund (each a "fund" or "Trust" and, together, the "funds" or the "Trusts") 200 Berkeley Street, Boston, Massachusetts 02116 Proxy Statement annual meeting of shareholders to be held on February 17, 2026 Introduction This proxy statement contains the information that a shareholder should know before voting on the proposal described in the notice. Each fund will furnish, without charge, a copy of its Annual Report and/or Semiannual Report to any shareholder upon request by writing to the fund at 200 Berkeley Street, Boston, Massachusetts 02116 or by calling 800-852-0218. This proxy each of John Hancock Financial Opportunities Fund ("Financial Opportunities Fund"), John Hancock Diversified Income Fund ("Diversified Income Fund"), John Hancock Preferred Income Fund ("Preferred Income Fund"), John Hancock Preferred Income Fund II ("Preferred Income Fund II"), John Hancock Preferred Income Fund III ("Preferred Income Fund III"), John Hancock Premium Dividend Fund ("Premium Dividend Fund"), and John Hancock Tax-Advantaged Dividend Income Fund ("Tax-Advantaged Dividend Income Fund"). The meeting will be held at 200 Berkeley Street

View Full Filing

View this DEF 14A filing on SEC EDGAR