Justification_for_Sole_Source_-_Proxy_Voting_FBO_Redacted.pdf

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

100 F STREET, NE

WASHINGTON, DC 20549

Office of Acquisitions

JUSTIFICATION FOR SOLE SOURCE ACQUISITION

RQ

J&A Log: 2019-

Upon the basis of the following justification, I, as the Contracting Officer, hereby approve the use of limited competition for the proposed contractual action pursuant the authority of FAR Part 13.5 in accordance with 41 U.S.C. 1901, only one responsible source and no other supplies or services will satisfy agency Requirements.

1. Identification of the agency and the contracting activity, and specific identification of the document as a “Justification for other than full and open competition.”

U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549

2. Nature and Description of Action Being Approved:

The U.S. Securities and Exchange Commission (SEC) intends to award a sole source contract for online access to Institutional Shareholders Services (ISS) Board Data, Voting Analytics/Proxy Voting Data, Shareholder Proposal Data, ISS Incentive Lab and Governance Data to Institutional Shareholders Services, Inc., 702 King Farm Boulevard, Suite 400, Rockville, MD, 20850-5774. This is a renewal contract action.

3. A description of the supplies or services required to meet the agency’s needs (including the estimated value):

The SEC proposes to negotiate the purchase of continuing services that provide access via File Transfer Protocol (FTP) and/or Wharton Research Data Services (WRDS) with the following data sets:

a. Board Data. ISS current and historic data back to 2000, on corporate boards, directors and proxy voting results compiled for the 1500 companies comprising the S&P 1500 Super Composite Index. The S&P 1500 Super Composite Index includes the 500 largest publicly traded companies, 400 S&P Midcap companies and 600 S&P SmallCap companies. The data includes board structure data for 1500 additional companies from the Russell 3000 ® Index. Specifically, the data includes details on board structure, individual directors, director compensation program, and proxy voting for the 1,500 companies. Data includes director names, backgrounds, employment status, tenure on the board, committee memberships, interlocking directorships, and whether the CEO is also chairman.

Information collected on the proxy voting process includes votes for and against all shareholder proposals and non-routine management proposals. The data is delivered via FTP and WRDS.

b. Voting Analytics – Proxy Voting. Voting Analytics data includes proxy voting at all Russell 3000 firms from 2003 onwards and voting results for all proxy items and data from N-PX filings. The data is updated at least annually and delivered in a form allowing availability for multiple users. The data includes, e.g., voting results for all proxy items and data from N-PX filings. The data is delivered via FTP.

c. Shareholder Proposals. Shareholder Proposal Data (governance and social responsibility) is available from 1997 and includes proposals that came to a vote as well as those that did not. Variables include the lead filer of the proposal, the meeting date, and outcome. The data is delivered through the Wharton WRDS platform.

d. ISS Incentive Lab executive compensation database. The data includes name of the compensation consultant used by a company reporting with the Commission, services provided by the compensation consultant, fees received for other services, the company's peer group membership, executive compensation vesting data, type of compensation award data, and director compensation data amongst others. The data is provided for companies of different sizes and for a multiple-year period (since 1998), updated at least annually. The data is delivered via FTP.

e. Governance Data. The data needed is on various aspects of corporate governance at all S&P 1500 firms from 1996 onwards, updated at least annually and delivered in a form allowing availability for multiple users. The data includes, e.g., information regarding poison pills, golden parachutes, and majority vs.

plurality voting standards. Variables include company identifiers, the year, and indicators for a list of delay provisions, voting provisions, and other provisions.

The data is delivered through the Wharton WRDS platform.

The estimated contract value is for the base period and for the base and four (4) 12-month option periods.

4. An Identification of the statutory Authority for Other Than Full and Open Competition:

FAR Part 13.5 in accordance with 41 U.S.C. 1901 and 41 U.S.C. 3304, only one responsible source and no other supplies or services will satisfy agency requirements.

5. Demonstration that the proposed contractor's unique qualifications or nature of the acquisition requires use of the authority cited:

The SEC requires online access to Institutional Shareholders Services (ISS) Board Data, Voting Analytics/Proxy Voting Data, Shareholder Proposal Data, ISS Incentive Lab and Governance Data. The minimum requirements are set forth in paragraph 3 above.

ISS provides quality assurance, edits/customizes data feeds and provides the data in one location. Access is provided to subscribers over the Internet in a variety of output formats. Customized ISS data feeds - Board Data, Voting Analytics/Proxy Voting Data, Shareholder Proposal Data, Incentive Lab and Governance Data are only available from ISS. ISS has proprietary ownership rights to the data and is the only known source that is able to provide the data required by the SEC, both current and historical with required data range and variables, and is thus the only service that satisfies the SEC’s minimum requirements.

6. A description of efforts made to ensure that offers are solicited from as many potential sources as is practicable, including whether a notice was or will be publicized as required by Subpart 5.2 and, if not, which exception under 5.202 applies.

In accordance with FAR 5.203(a), a notice of intent to award a sole-source contract to ISS for the services specified herein was posted to FedBizOpps.gov. Zero

(0) responses were received in response to the post.

7. Determination by the Contracting Officer that the anticipated cost to the Government will be fair and reasonable.

The anticipated cost to the government will be determined to be fair and reasonable. Before awarding a contract, the contracting officer will determine the proposed price fair and reasonable in accordance with FAR 13.106-3.

8. Description of a market research conducted and results or a statement of the reason market research was not conducted:

Outreach was made to knowledgeable individuals in the agency to determine their needs and learn what other sources they were aware of in their work for the SEC.

The Contracting Officer Representative conducted a market survey and researched similar providers. From these efforts, the SEC concluded that the items/services provided by the contractor are unavailable elsewhere in the market. ISS is the only service that provides the custom data feeds which are proprietary.

9. Other Supporting Facts:

N/A https://acquisition.gov/far/current/html/Subpart%205_2.html#wp1107980 https://acquisition.gov/far/current/html/Subpart%205_2.html#wp1107990

10. A listing of the sources, if any that expressed, in writing an interest in the acquisition:

N/A

11. A statement of the actions, if any, the agency may take to remove or overcome any barriers to competition before any subsequent acquisition for the supplies or services required:

The SEC will continue to perform market research for future acquisitions for the purpose of verifying the sole source nature of this requirement.

//ORIGINAL SIGNED//