John Hancock Seeks Shareholder Approval for Five Trustee Elections

TL;DR

**Vote FOR the John Hancock trustee slate; it's a routine governance move that solidifies board oversight without shaking up fund strategy.**

AI Summary

The DEF 14A filing from John Hancock Capital Series, filed on September 15, 2025, primarily concerns the election of five trustees to the Board of Trustees for 12 John Hancock Trusts, encompassing 95 investment portfolios. The proposal is a routine item, not expected to materially alter fund management, investment objectives, policies, or restrictions. The current Board consists of 12 Trustees, including 10 Independent Trustees and 2 Non-Independent Trustees. Five Trustees (Andrew G. Arnott, James R. Boyle, Noni L. Ellison, Dean C. Garfield, and Frances G. Rathke) were elected on September 9, 2022. Kristie M. Feinberg was appointed as a Non-Independent Trustee effective June 30, 2025, and William K. Bacic and Thomas R. Wright were appointed as Independent Trustees effective August 1, 2024. Shareholders are asked to elect Ms. Feinberg, Mr. Bacic, Mr. Wright, and two new Independent Trustee nominees, Christine L. Hurtsellers and Kenneth J. Phelan. If approved, the Board will expand to 14 Trustees (12 Independent, 2 Non-Independent), all of whom will have been elected by shareholders, allowing the Board to fill future vacancies without immediate shareholder votes unless elected Trustees fall below two-thirds of the total. The Board unanimously recommends a 'FOR' vote.

Why It Matters

This filing is crucial for investors as it outlines the proposed composition of the Board of Trustees, which is responsible for overseeing the management and operations of 95 John Hancock investment portfolios. While presented as a 'routine item,' the election of five trustees, including two new independent members, Christine L. Hurtsellers and Kenneth J. Phelan, could subtly influence governance and strategic direction over time. For employees and customers, a stable and well-governed board ensures continuity and adherence to fiduciary duties. In the competitive asset management landscape, strong governance, as demonstrated by a fully shareholder-elected board, can enhance investor confidence and potentially attract more capital.

Risk Assessment

Risk Level: low — The filing explicitly states the proposal is a 'routine item' and 'not expected to have any material effect on the manner in which any fund is managed or on its current investment objective.' The Board unanimously recommends approval, indicating internal consensus and a low likelihood of contentious outcomes or significant operational changes.

Analyst Insight

Investors should vote 'FOR' the election of the five trustees as recommended by the Board. This action supports stable governance and ensures all trustees are shareholder-elected, a positive step for oversight, without implying any immediate strategic shifts for the underlying funds.

Key Numbers

• 12 — Number of Trusts (The number of John Hancock Trusts involved in the special joint meeting.)
• 95 — Number of Funds (The total number of investment portfolios across the Trusts.)
• 5 — Trustees for Election (The number of trustees shareholders are being asked to elect.)
• 14 — Total Trustees Post-Election (The projected number of trustees on the Board if all nominees are elected.)
• 12 — Independent Trustees Post-Election (The projected number of independent trustees on the Board if all nominees are elected.)
• 2 — Non-Independent Trustees Post-Election (The projected number of non-independent trustees on the Board if all nominees are elected.)
• 2025-11-12 — Meeting Date (Date of the Special Joint Meeting of Shareholders.)
• 2025-08-27 — Record Date (Date for determining shareholders eligible to vote.)
• 2 — New Nominees (Number of nominees who have not previously served as trustees.)
• 3 — Current Trustees for Election (Number of current trustees being presented for election by shareholders for the first time.)

Key Players & Entities

• JOHN HANCOCK CAPITAL SERIES (company) — Registrant for DEF 14A filing
• Kristie M. Feinberg (person) — President and CEO of Manulife John Hancock Investments, Non-Independent Trustee nominee
• William K. Bacic (person) — Independent Trustee nominee, appointed August 1, 2024
• Thomas R. Wright (person) — Independent Trustee nominee, appointed August 1, 2024
• Christine L. Hurtsellers (person) — New Independent Trustee nominee
• Kenneth J. Phelan (person) — New Independent Trustee nominee
• Manulife Financial Corporation (company) — Ultimate parent entity of John Hancock Investment Management LLC
• John Hancock Investment Management LLC (company) — Investment Advisor and Administrator for each Trust and Fund
• Christopher Sechler (person) — Secretary of the Trusts
• SEC (regulator) — Oversees DEF 14A filings

FAQ

Industry Context

The asset management industry, particularly for mutual funds and investment trusts, is highly regulated and competitive. Companies like John Hancock Capital Series operate within a landscape where investor trust and governance are paramount. Changes in board composition, even routine ones, are subject to shareholder scrutiny to ensure alignment with fund objectives and investor interests.

Regulatory Implications

The election of trustees is a standard regulatory requirement for registered investment companies. Ensuring a sufficient number of independent trustees is a key aspect of corporate governance mandated by regulations like the Investment Company Act of 1940, aimed at protecting shareholder interests.

What Investors Should Do

1. Review the proxy statement thoroughly to understand the qualifications of the trustee nominees.
2. Vote 'FOR' the election of the five proposed trustees.
3. Submit your vote by the meeting date of November 12, 2025, using the provided online, phone, or mail options.

Key Dates

• 2025-11-12: Special Joint Meeting of Shareholders — Shareholders will vote on the election of five trustees.
• 2025-08-27: Record Date — Determines which shareholders are eligible to vote at the meeting.
• 2025-09-15: Filing Date of DEF 14A — The date the proxy statement was filed, providing shareholders with information about the upcoming meeting and proposal.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters on which they will be voting, such as the election of directors or significant corporate actions. (This document contains the official proposal and details regarding the election of trustees for John Hancock Capital Series.)

Trustee

A member of the Board of Trustees responsible for overseeing the management and operations of the investment trusts. (The primary purpose of this filing is the election of new trustees to the Board.)

Independent Trustee

A trustee who is not an officer or employee of the investment company or its investment adviser, and who has no other relationship with the investment company that could impair their independent judgment. (The proposal aims to increase the number of independent trustees on the Board.)

Non-Independent Trustee

A trustee who is an officer or employee of the investment company or its investment adviser, or who has other relationships that could affect their independence. (The current board has two non-independent trustees, and the proposed changes will maintain this number.)

Proxy Statement

A document that is required by the SEC to be distributed to shareholders before a shareholder meeting, containing information about the matters to be voted upon. (This is the core document shareholders are reviewing to make their voting decision.)

Year-Over-Year Comparison

This filing is a routine DEF 14A concerning trustee elections and does not appear to be a comparative filing with a prior year's annual report or proxy statement. Therefore, direct comparisons of financial metrics like revenue growth or margin changes are not applicable based on the provided text. The focus is solely on governance and board composition.

Filing Documents

• d79890ddef14a.htm (DEF 14A) — 4461KB
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• 0001193125-25-203293.txt ( ) — 5105KB
• S000000617
• C000001745 (PZFVX)
• C000001747 (JCVCX)
• C000001748 (JCVIX)
• C000078721 (JCVVX)
• C000106431 (JCVWX)
• C000113483 (JCVSX)
• S000000620
• C000001759 (USGLX)
• C000001761 (USLCX)
• C000001762 (USLIX)
• C000106432 (UGLSX)
• C000113484 (USLYX)

Legal Proceedings

Legal Proceedings 31 Required Vote 31 Independent Registered Public Accounting Firm 32 Shareholders and Voting Information 39 Other Matters 42 Appendix A - John Hancock Funds Procedures for the Selection of Independent Trustees A-1 Appendix B - Outstanding Shares and Share Ownership B-1 Exhibit A - Procedures for the Selection of New Independent Trustees C-1 1 Table of Contents JOHN HANCOCK BOND TRUST JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND JOHN HANCOCK CAPITAL SERIES JOHN HANCOCK COLLATERAL TRUST JOHN HANCOCK CURRENT INTEREST JOHN HANCOCK FUNDS II JOHN HANCOCK FUNDS III JOHN HANCOCK INVESTMENT TRUST JOHN HANCOCK INVESTMENT TRUST II JOHN HANCOCK MUNICIPAL SECURITIES TRUST JOHN HANCOCK SOVEREIGN BOND FUND JOHN HANCOCK STRATEGIC SERIES (each, a "Trust" and collectively, the "Trusts") 200 Berkeley Street Boston, Massachusetts 02116 PROXY STATEMENT SPECIAL JOINT MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 12, 2025 Introduction This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the "Board" or "Trustees") of each Trust of proxies to be used at a Special Joint Meeting of shareholders of the Trusts (the "Meeting") to be held on November 12, 2025 at 2:00 PM Easter n Tim e, at 200 Berkeley Street, Boston, Massachusetts 02116. Pursuant to the Agreement and Declaration of Trust of each Trust (the "Declaration of Trust"), the Board has designated August 27, 2025 as the record date for determining shareholders eligible to vote at the Meeting (the "Record Date"). All shareholders of record at the close of business on the Record Date are entitled to one vote for each share of beneficial interest of Funds held. This Proxy Statement is first being sent to shareholders on or about September 22, 2025. Each Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The shares of each of the

View Full Filing

View this DEF 14A filing on SEC EDGAR