DEF 14A 1 jhit-html5675_def14a.htm JOHN HANCOCK INVESTORS TRUST (JHI) - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (Amendment No. ______)

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under §240.14a-12

JOHN HANCOCK INVESTORS TRUST

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
☐	Fee paid previously with preliminary materials:
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

Please vote today

We need your input on an important proposal that affects your investment.


	Online
	Phone
	Mail

A message to shareholders

December 28, 2022

Please vote today.

Dear fellow shareholder:

You are invited to attend your fund’s annual shareholder meeting. The meeting will be held via telephone only in light of the COVID-19 pandemic, on Tuesday, February 21, 2023, at 2:00 P.M., Eastern time.

Election of Trustees: your vote matters

As part of that meeting, you are being asked to vote on a proposal regarding the election of the Trustees who oversee the funds in which you are a shareholder. Your fund’s Trustees play an important oversight role, monitoring both performance and fees on your behalf.

If you are not able to attend the meeting, I encourage you to vote today by proxy. The enclosed proxy statement describes the proposal to elect fourteen Trustees. Each of the nominees currently serves as a John Hancock fund Trustee, and eleven of the fourteen nominees are independent of John Hancock’s management. Your proxy statement includes a brief description of each nominee’s background.

Attending the meeting via telephone

To participate in the meeting, you must email shareholdermeetings@computershare.com no later than 5:00 p.m. Eastern Time on February 15, 2023, and provide your full name and address. You will then receive an email from Computershare Shareowner Services, LLC (“Computershare”), the funds’ transfer agent, containing the conference call dial-in information and instructions for participating in the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your fund holdings along with your name and email address to Computershare. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. Eastern Time on February 15, 2023. You will then receive an email from Computershare containing the conference call dial-in information and instructions for participating in the meeting.

Access to the meeting is limited to shareholders of each fund.

Three ways you can vote today

By submitting your vote promptly, you can help us avoid the need for additional mailings at your fund’s expense. Voting today will save on the potential cost of future mailings to obtain shareholder votes. After you review the proxy materials, you may vote in one of three ways:

Online: Log on using the information found on your voting card(s) and follow the simple online instructions.

By phone: Dial the toll-free number found on your voting card(s) and follow the simple instructions.

By mail: Return the enclosed proxy voting card in the envelope provided.

If you have any questions, please call a John Hancock Investment Management Customer Service Representative at 800-852-0218, Monday through Friday, between 8:00 A.M. and 8:00 P.M. and Saturday between 9:00 A.M. and 5:30 P.M., Eastern time.

Thank you in advance for your prompt attention to this very important matter.

Sincerely,

Andrew G. Arnott
President and CEO
John Hancock Investments

John Hancock Income Securities Trust
John Hancock Investors Trust

(each a “fund” and, together, the “funds”)

Notice of annual meeting of shareholders scheduled for:

Time: 2:00 P.M., Eastern Time
Date: Tuesday, February 21, 2023

This is the formal agenda for your fund’s shareholder meeting. It tells you what matters will be voted on and the time and method of attending the meeting, should you wish to attend.

To the shareholders of the funds listed above:

Notice is hereby given that an annual meeting of shareholders for each fund will be held via telephone only in light of the COVID-19 pandemic, on Tuesday, February 21, 2023, at 2:00 P.M., Eastern time (the “Meeting”). The Meeting will be held for the following purpose:

•	Proposal 1: To elect fourteen (14) Trustees to each serve until their respective successors have been duly elected and qualified (all funds).

•	Any other business that may properly come before the Meeting or any adjournment of the Meeting.

The Board of Trustees recommends that you vote in favor of the election of each of the fourteen (14) Nominees.

Shareholders of record of each fund as of the close of business on November 25, 2022, are entitled to notice of, and to vote at, the fund’s annual meeting and at any adjournment thereof.

Whether or not you expect to attend the meeting, please vote your shares either through the Internet, by telephone or by mail by returning the enclosed voting card.

Due to the difficulties arising from the COVID-19 pandemic, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the funds will announce alternative arrangements for the Meeting as soon as possible. If there are any such changes to the Meeting, the funds may not deliver additional soliciting materials to shareholders or otherwise amend the funds’ proxy materials. Instead, the funds plan to announce these changes, if any, by: (i) issuing a press release at jhinvestments.com/about-us/press-releases.com and encourage you to check this website before the meeting; and (ii) filing the announcement with the Securities and Exchange Commission. We are urging all shareholders to take advantage of voting by mail, the internet, or telephone, as provided on the attached proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 21, 2023.

The proxy statement is available at: https://www.proxy-direct.com/jhi-32310.


By order of the Board of Trustees, Christopher Sechler Secretary

Boston, Massachusetts
December 28, 2022

Your vote is important – Please vote your shares promptly.

Shareholders are invited to attend the Meeting by phone. Any shareholder who does not expect to attend the Meeting is urged to vote by:

(i) completing the enclosed proxy card(s), dating and signing it, and returning it in the envelope provided, which needs no postage if mailed in the United States;

(ii) following the touch-tone telephone voting instructions found below; or
(iii) following the Internet voting instructions found below.

In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

INSTRUCTIONS FOR EXECUTING PROXY CARDS

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card(s) properly.

Individual Accounts: Your name should be signed exactly as it appears on the proxy card(s).

Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown on the proxy card(s).

All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card(s).

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

•	Read the enclosed Proxy Statement, and have your proxy card(s) handy.

•	Call the toll-free number indicated on your proxy card(s).

•	Enter the control number found on the front of your proxy card(s).

•	Follow the recorded instructions to cast your vote.

INSTRUCTIONS FOR VOTING BY INTERNET

•	Read the enclosed Proxy Statement, and have your proxy card(s) handy.

•	Go to the Web site on your proxy card(s).

•	Enter the control number found on the front of your proxy card(s).

•	Follow the instructions on the Web site.

Table of contents


Introduction	1
The Funds’ Advisor, Administrator, Distributor and Subadvisor	1
Record Ownership	2
Proposal 1 - Election of Trustees	3
General	3
Proposal	3
Information About Nominees/Trustees	3
Additional Information About Nominees/Trustees	6
Duties of Trustees; Board Meetings and Board Committees	7
Board Committees	7
Risk Oversight	9
Executive Officers That Are Not Trustees	10
Communications with the Trustees	10
Trustee Share Ownership	10
Section 16(a) Beneficial Ownership Reporting Compliance	11
Trustee Compensation	11
Legal Proceedings	11
Audit Committee Report	11
Independent Registered Public Accounting Firm	12
Required Vote for Proposal 1	12
Miscellaneous	13
Voting Procedures	13
Telephone Voting	13
Internet Voting	14
Shareholders Sharing the Same Address	14
Other Matters	14
Shareholder Proposals	15
Audit Committee Charter	16
Nominating and Governance Committee Charter	22

John Hancock Income Securities Trust
John Hancock Investors Trust

(each a “fund” and, together, the “funds”)
200 Berkeley Street, Boston, Massachusetts 02116

Proxy Statement annual meeting of shareholders to be held on February 21, 2023

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 statement is being used in connection with the solicitation of proxies by the Board of Trustees (the “Board”) for use at the annual meeting of shareholders of each of John Hancock Income Securities Trust (“Income Securities Trust”) and John Hancock Investors Trust (“Investors Trust”). The meeting will be held via telephone only in light of the COVID-19 pandemic, on February 21, 2023, at 2:00 P.M., Eastern time (the “Meeting”). Shareholders of each fund are being asked to vote on the proposal to elect fourteen (14) Trustees.

The proxy statement and proxy card are intended to be first mailed to shareholders on or about December 28, 2022.

Although the annual meetings of the funds are being held jointly and proxies are being solicited through the use of this joint proxy statement, shareholders of each fund will vote separately. In the event that any shareholder present at the meetings objects to the holding of a joint meeting and moves for an adjournment of the annual meeting with respect to his or her fund to a time immediately after the annual meetings so that his or her fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment.

The Funds’ Advisor, Administrator, Distributor and Subadvisor

John Hancock Investment Management LLC (formerly John Hancock Advisers, LLC) (the “Advisor”), located at 200 Berkeley Street, Boston, Massachusetts 02116, serves as each fund’s investment advisor and administrator. An affiliate of the Advisor, Manulife Investment Management (US) LLC (formerly, John Hancock Asset Management a division of Manulife Asset Management (US), LLC), located at 200 Berkeley Street, Boston, Massachusetts 02116, serves as subadvisor to each fund.

An affiliate of the Advisor, John Hancock Investment Management Distributors LLC (formerly, John Hancock Funds, LLC), located at 200 Berkeley Street, Boston, Massachusetts 02116, serves as a distributor to Investors in connection with Investors Trust’s shelf offering program.


Fund	Shares
Income Securities Trust	11,646,585
Investors Trust	8,744,547


Name of Fund	Name and Address of Owner	Amount	Percent
Income Securities Trust	SIT Investment Associates Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402	1,427,245	12.25%¹
Income Securities Trust	First Trust Portfolios LP 120 East Liberty Drive Suite 400 Wheaton, IL 60187	1,365,949	11.73%¹
Income Securities Trust	1607 Capital Partners LLC 13 S 13th St #400 Richmond, VA 23219	786,497	6.8%¹
Investors Trust	First Trust Portfolios LP 120 East Liberty Drive Suite 400 Wheaton, IL 60187	676,581	7.77%¹


Name (Year of Birth) and Position with the Fund	Principal Occupation(s) and Other Directorships During the Past 5 Years	Trustee Since	Number of Funds in John Hancock Fund Complex
Independent Nominees
James R. Boyle (1959) Trustee	Foresters Financial, Chief Executive Officer (2018–2022) and board member (2017–2022). Manulife Financial and John Hancock, more than 20 years, retiring in 2012 as Chief Executive Officer, John Hancock and Senior Executive Vice President, Manulife Financial. Trustee of various trusts within the John Hancock Fund Complex (2005–2014 and since 2015).	2015¹	183
Peter S. Burgess² (1942) Trustee	Consultant (financial, accounting, and auditing matters) (since 1999); Certified Public Accountant; Partner, Arthur Andersen (independent public accounting firm) (prior to 1999); Director, Lincoln Educational Services Corporation (2004–2021); Director, Symetra Financial Corporation (2010–2016); Director, PMA Capital Corporation (2004–2010). Trustee of various trusts within the John Hancock Fund Complex (since 2005).	2012	183


Name (Year of Birth Year) and Position with the Fund	Principal Occupation(s) During the Past 5 Years	Year Commenced Service
Charles A. Rizzo (1957) Chief Financial Officer	Vice President, John Hancock Financial Services (since 2008); Senior Vice President, John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (since 2008); Chief Financial Officer of various trusts within the John Hancock Fund Complex (since 2007).	2007
Salvatore Schiavone (1965) Treasurer	Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (since 2007); Treasurer of various trusts within the John Hancock Fund Complex (since 2007, including prior positions).	2009
Christopher (Kit) Sechler (1973) Secretary and Chief Legal Officer	Vice President and Deputy Chief Counsel, John Hancock Investment Management (since 2015); Assistant Vice President and Senior Counsel (2009–2015), John Hancock Investment Management; Assistant Secretary of John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (since 2009); Chief Legal Officer and Secretary of various trusts within the John Hancock Fund Complex (since 2009, including prior positions).	2018
Trevor Swanberg (1979) Chief Compliance Officer	Chief Compliance Officer, John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (since 2020); Deputy Chief Compliance Officer, John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (2019-2020); Assistant Chief Compliance Officer, John Hancock Investment Management LLC and John Hancock Variable Trust Advisers LLC (2016-2019); Vice President, State Street Global Advisors (2015–2016); Chief Compliance Officer of various trusts within the John Hancock Fund Complex (since 2016, including prior positions).	2020


Trustee Holdings¹
Name of Trustee	Income Securities Trust	Amount of Shares	Investors Trust	Amount of Shares	All John Hancock Funds Overseen
Independent Trustees
James R. Boyle	$10,001-$50,000	1,640	$10,001-$50,000	1,807	Over $100,000
Peter S. Burgess	$10,001-$50,000	1,391	$10,001-$50,000	1,237	Over $100,000
William H. Cunningham	$10,001-$50,000	1,333	$10,001-$50,000	1,237	Over $100,000
Noni L. Ellison	None	None	None	None	None
Grace K. Fey	$10,001-$50,000	1,241	$10,001-$50,000	1,162	Over $100,000
Dean C. Garfield	None	None	None	None	None
Deborah C. Jackson	$10,001-$50,000	1,973	$10,001-$50,000	1,405	Over $100,000
Patricia Lizarraga	None	None	None	None	None
Hassell H. McClellan	$10,001-$50,000	1,197	$10,001-$50,000	1,147	Over $100,000
Steven R. Pruchansky	$1-$10,000	627	$1-$10,000	526	Over $100,000
Frances G. Rathke	$1-$10,000	717	$1-$10,000	714	Over $100,000
Gregory A. Russo	$10,001-$50,000	1,722	$10,001-$50,000	1,541	Over $100,000
Non-Independent Trustees
Andrew G. Arnott	None	None	None	None	Over $100,000
Marianne Harrison	None	None	None	None	Over $100,000
Paul Lorentz	None	None	None	None	None


	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
	2022	2021	2022	2021	2022	2021	2022	2021
Income Securities Trust	$54,196	$51,376	$5	$207	$4,110	$3,914	$163	$271
Investors Trust	$54,196	$51,376	$5	$3,912	$4,110	$3,914	$163	$271


Fund	Fiscal Year Ended October 31, 2022	Fiscal Year Ended October 31, 2021
Income Securities Trust	$4,273	$4,211
Investors Trust	$4,273	$4,211



200 Berkeley Street, Boston, MA 02116, 800-852-0218, jhinvestments.com		P56PX 12/22

SEC Form DEF 14A filed by John Hancock Investors Trust