FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-21202 John Hancock Preferred Income Fund II ------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 601 Congress Street Boston, Massachusetts 02210-2805 ------------------------------------------------------------------------- (Address of principal executive offices) Noel Maffucci 601 Congress Street Boston, Massachusetts 02210-2805 ------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 1-800-225-5291 Date of Fiscal year-end: 6/30/2006 Date of reporting period: 07/01/2005 - 06/30/2006 Item 1. Proxy Voting Record PREFERRED INCOME II ALLIANT ENERGY CORP. Ticker: LNT Security ID: 018802108 Meeting Date: MAY 12, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ann K. Newhall For For Management 1.2 Elect Director Dean C. Oestreich For For Management 1.3 Elect Director Carol P. Sanders For For Management 2 Amend Omnibus Stock Plan For Abstain Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CH ENERGY GROUP INC Ticker: CHG Security ID: 12541M102 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Michel Kruse For For Management 1.2 Elect Director Manuel J. Iraola For For Management 1.3 Elect Director Ernest R. Verebelyi For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- DTE ENERGY CO. Ticker: DTE Security ID: 233331107 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alfred R. Glancy, III For For Management 1.2 Elect Director John E. Lobbia For For Management 1.3 Elect Director Eugene A. Miller For For Management 1.4 Elect Director Charles W. Pryor, Jr. For For Management 1.5 Elect Director Joe W. Laymon For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William L. Ford For For Management 1.2 Elect Director Douglas Ann Newsom, Ph.D. For For Management 1.3 Elect Director Gary D. Parker For For Management 1.4 Elect Director Eduardo A. Rodriguez For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder -------------------------------------------------------------------------------- SCOTTISH POWER PLC Ticker: SPI Security ID: 81013T705 Meeting Date: JUL 22, 2005 Meeting Type: A Record Date: JUN 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.00 Approve financial statements For For Management 2.00 Approve remuneration policy For For Management 3.00 To re-elect as a director Charles Berry For For Management 4.00 To re-elect as a director Donald Brydon For For Management 5.00 To re-elect as a director Nolan Karras For For Management 6.00 Appoint auditors and set their fees For For Management 7.00 Approve political donation For Abstain Management 8.00 Issue stock w/ preemptive rights For For Management 9.00 Issue stock w/o preemptive rights For For Management 10.00 Authorize share repurchase For For Management 11.00 Amend borrowing powers For For Management -------------------------------------------------------------------------------- SCOTTISH POWER PLC Ticker: SPI Security ID: 81013T705 Meeting Date: JUL 22, 2005 Meeting Type: S Record Date: JUN 27, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.00 Approve divestiture/spin-off For For Management -------------------------------------------------------------------------------- SCOTTISH POWER PLC Ticker: SPI Security ID: 81013T705 Meeting Date: MAY 4, 2006 Meeting Type: Special Record Date: MAR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE CAPITAL REORGANIZATION, For For Management THE RETURN OF CASH, THE AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION AND THE AMENDMENTS TO THE EXISTING AUTHORITIES TO ALLOT NEW SHARES, DISAPPLY PRE-EMPTION RIGHTS AND TO MAKE MARKET PURCHASES OF ORDINARY SH Any ballot marked 'Abstain' is considered to have been voted. Ballots marked 'Abstain' are considered to be have been voted against management's recommendation, regardless of whether the recommendation is 'For' or 'Against,' except where management has made no recommendation or has recommended that shareholders 'Abstain.' Where management has recommended that shareholders 'Abstain' from voting on a ballot item: 1) a ballot market 'Abstain' is considered to have been voted for management's recommendation to 'Abstain' and 2) a ballot voted 'For" or 'Against' is considered to have been voted against management's recommendation to 'Abstain.' Where management has made no recommendation on a ballot item, the abbreviation "N/A" is used to denote that there is no applicable recommendation compared to which a vote may be 'For' or 'Against' the recommendation of management. SIGNATURES: Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. John Hancock Preferred Income Fund II ------------------------------------------------------------------------- (Registrant) By: /s/Keith F. Hartstein --------------------- Keith F. Hartstein President and Chief Executive Officer Date: August 30, 2006