John Hancock II Seeks Shareholder Vote on Six Trustee Nominees

Ticker: HPF · Form: DEF 14A · Filed: Dec 11, 2025 · CIK: 1189740

John Hancock Preferred Income Fund II DEF 14A Filing Summary
FieldDetail
CompanyJohn Hancock Preferred Income Fund II (HPF)
Form TypeDEF 14A
Filed DateDec 11, 2025
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Trustee Election, Corporate Governance, Shareholder Meeting, Fund Management, Preferred Income Fund, Board of Trustees

Related Tickers: HPF, JHI

TL;DR

**Vote FOR the six Trustee nominees to ensure stable, experienced leadership and maintain strong fund oversight at HPF.**

AI Summary

JOHN HANCOCK PREFERRED INCOME FUND II (HPF) is soliciting proxies for its annual shareholder meeting on February 17, 2026, to elect six Trustees for a three-year term ending 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 serving as a Non-Independent Trustee due to her role as President of Manulife John Hancock Investments. As of November 25, 2025, HPF had 21,635,419 shares outstanding. The filing emphasizes the importance of shareholder participation to avoid additional mailings and associated costs. Shareholders of record as of November 25, 2025, are eligible to vote.

Why It Matters

This DEF 14A filing is crucial for HPF investors as it outlines the upcoming election of six Trustees who are responsible for overseeing fund performance and fees. The composition of the Board, particularly the independence of its members, directly impacts governance and investor confidence. With five out of six nominees being independent, it suggests a commitment to objective oversight, which can be a competitive advantage in the crowded fund market. For employees and customers, a well-governed fund implies stability and adherence to best practices, potentially leading to better long-term outcomes.

Risk Assessment

Risk Level: low — The filing primarily concerns the routine election of Trustees, with no contentious proposals or significant changes to the fund's operational structure. The Board recommends voting 'FOR' all six nominees, five of whom are independent, indicating a stable governance structure. There are no disclosed financial risks or strategic shifts that would elevate the risk level.

Analyst Insight

Investors should review the backgrounds of the six Trustee nominees, particularly their experience and independence, and cast their vote 'FOR' the recommended slate to support continuity and experienced oversight. Prompt voting will also help the fund avoid unnecessary expenses.

Key Numbers

  • 2025-12-11T00:00:00Z — Filing Date (Date the DEF 14A was filed)
  • 2026-02-17T14:00:00Z — Annual Meeting Date and Time (Date and time of the annual shareholder meeting)
  • 6 — Number of Trustees (Number of Trustees to be elected for a three-year term)
  • 2029 — Term Expiration Year (Year the elected Trustees' term will expire)
  • 2025-11-25T00:00:00Z — Record Date (Date for determining shareholders eligible to vote)
  • 21,635,419 — Shares Outstanding for HPF (Number of shares of beneficial interest outstanding for HPF as of the Record Date)
  • 5 — Independent Nominees (Number of Trustee nominees independent of John Hancock's management)
  • 1 — Non-Independent Nominee (Number of Trustee nominees who are not independent)
  • 172 — Funds Overseen by Kristie M. Feinberg (Number of funds in the John Hancock Fund Complex overseen by Kristie M. Feinberg)
  • 179 — Funds Overseen by Grace K. Fey (Number of funds in the John Hancock Fund Complex overseen by Grace K. Fey)

Key Players & Entities

  • JOHN HANCOCK PREFERRED INCOME FUND II (company) — Registrant
  • Kristie M. Feinberg (person) — President of Manulife John Hancock Investments and Non-Independent Trustee nominee
  • 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 management
  • SEC (regulator) — Securities and Exchange Commission
  • Christopher Sechler (person) — Secretary of the Board of Trustees

FAQ

What is the purpose of the JOHN HANCOCK PREFERRED INCOME FUND II annual shareholder meeting on February 17, 2026?

The primary purpose of the JOHN HANCOCK PREFERRED INCOME FUND II annual shareholder meeting on February 17, 2026, is to elect six Trustees to serve for a three-year term, with their terms expiring at the 2029 Annual Meeting of Shareholders. Shareholders will vote on the slate of nominees recommended by the Board of Trustees.

Who are the six Trustees nominated for election at the HPF annual meeting?

The six Trustees nominated for election at the HPF annual meeting are James R. Boyle, Kristie M. Feinberg, Grace K. Fey, Christine L. Hurtsellers, Hassell H. McClellan, and Kenneth J. Phelan. All nominees currently serve as Trustees of the fund.

What is the independence status of the nominated Trustees for JOHN HANCOCK PREFERRED INCOME FUND II?

Five of the six nominated Trustees for JOHN HANCOCK PREFERRED INCOME FUND II are independent of John Hancock's management. Kristie M. Feinberg is the only Non-Independent Trustee nominee due to her current position as President of Manulife John Hancock Investments.

When is the record date for shareholders to be eligible to vote at the HPF annual meeting?

The record date for shareholders to be eligible to vote at the HPF annual meeting is the close of business on November 25, 2025. Shareholders of record on this date are entitled to one vote for each share held.

How many shares of JOHN HANCOCK PREFERRED INCOME FUND II were outstanding as of the record date?

As of the record date, November 25, 2025, JOHN HANCOCK PREFERRED INCOME FUND II had 21,635,419 shares of beneficial interest outstanding.

Where will the JOHN HANCOCK PREFERRED INCOME FUND II annual meeting be held?

The JOHN HANCOCK PREFERRED INCOME FUND II annual meeting will be held at the offices of Manulife John Hancock Investments, located at 200 Berkeley Street, Boston, Massachusetts, 02116.

What is the Board of Trustees' recommendation regarding the election of Trustees for HPF?

The Board of Trustees recommends that shareholders of JOHN HANCOCK PREFERRED INCOME FUND II vote 'FOR' each of the six nominees for Trustee. This recommendation is based on their current service and qualifications.

How can shareholders of JOHN HANCOCK PREFERRED INCOME FUND II vote their shares?

Shareholders of JOHN HANCOCK PREFERRED INCOME FUND II can vote their shares in three ways: online by logging on with information from their voting card, by phone using the toll-free number on their voting card, or by mail by returning the enclosed proxy voting card in the provided envelope.

What is the significance of a 'staggered' Board for JOHN HANCOCK PREFERRED INCOME FUND II?

JOHN HANCOCK PREFERRED INCOME FUND II has a 'staggered' Board divided into three classes, with the term of one class expiring each year. This structure may prevent the replacement of a majority of the Trustees for a period of up to two years, promoting continuity in governance.

Who serves as the investment advisor and administrator for JOHN HANCOCK PREFERRED INCOME FUND II?

John Hancock Investment Management LLC, located at 200 Berkeley Street, Boston, Massachusetts 02116, serves as JOHN HANCOCK PREFERRED INCOME FUND II's investment advisor and administrator.

Industry Context

The John Hancock Preferred Income Fund II operates within the closed-end fund sector, specifically focusing on preferred income. This sector is characterized by its aim to provide investors with regular income streams, often from a portfolio of preferred securities. The competitive landscape includes other income-focused funds and fixed-income vehicles, where management expertise in security selection and risk management is key to attracting and retaining assets.

Regulatory Implications

As a registered investment company, HPF is subject to SEC regulations and oversight. The DEF 14A filing itself is a regulatory requirement. Changes in investment company regulations, particularly those concerning governance, disclosure, and fees, could impact the fund's operations and the responsibilities of its Trustees.

What Investors Should Do

  1. Review the proxy statement carefully.
  2. Vote your shares promptly.
  3. Consider attending the annual meeting.

Key Dates

  • 2025-12-26: Proxy materials mailed to shareholders — Indicates the start of the proxy solicitation period, giving shareholders time to review and vote before the meeting.
  • 2025-11-25: Record Date — Determines which shareholders are eligible to vote at the annual meeting.
  • 2026-02-17: Annual Shareholder Meeting — The date for the election of Trustees and other shareholder business.
  • 2029: Trustee Term Expiration — Marks the end of the three-year term for the Trustees to be elected at the 2026 meeting.

Glossary

DEF 14A
A definitive proxy statement filed with the SEC by a company to solicit shareholder votes for an upcoming meeting. (This document is the primary source of information for shareholders regarding the proposals to be voted on, including the election of Trustees.)
Trustee
A member of the Board of Trustees responsible for overseeing the fund's operations, performance, and fees on behalf of shareholders. (Shareholders are being asked to elect Trustees, whose role is crucial for fund governance and shareholder interests.)
Proxy
A shareholder's authorization for someone else to vote their shares on their behalf at a shareholder meeting. (The filing is a proxy statement, and shareholders are encouraged to vote by proxy if they cannot attend the meeting in person.)
Independent Trustee
A Trustee who is not an employee or affiliate of the fund's investment advisor or management company. (The filing highlights that five out of the six nominees are independent, which is generally viewed positively for fund governance.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Shareholders of record as of November 25, 2025, are entitled to vote at the annual meeting.)

Year-Over-Year Comparison

This filing is a routine DEF 14A for an annual shareholder meeting focused on the election of Trustees. Specific comparative financial metrics or changes in risk factors from a previous year's filing are not detailed within this document, as its primary purpose is to solicit proxies for the upcoming election. The key information pertains to the current slate of nominees and the upcoming meeting date.

Filing Stats: 4,422 words · 18 min read · ~15 pages · Grade level 12.4 · Accepted 2025-12-11 13:05:09

Filing Documents

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

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