Corporate Governance and Proxy Voting Services RFP 2026 pdf.pdf

MARYLAND STATE RETIREMENT AGENCY

120 EAST BALTIMORE STREET

BALTIMORE, MARYLAND 21202

REQUEST FOR PROPOSALS (RFP)

FOR

CORPORATE GOVERNANCE RESEARCH

AND PROXY VOTING SERVICES

ISSUE DATE: March 9, 2026

NOTICE

A Prospective Offeror that has received this document from the Maryland State Retirement Agency’s website or https://emma.maryland.gov/, or that has received this document from a source other than the Procurement Officer, and that wishes to assure receipt of any changes or additional materials related to this RFP, should immediately contact the Procurement Officer and provide the Prospective Offeror’s name and mailing address so that addenda to the RFP or other communications can be sent to the Prospective Offeror.

Minority Business Enterprises Are Encouraged to Respond to this Solicitation https://emma.maryland.gov/

Table of Contents

VENDOR COMMENTS

KEY INFORMATION SUMMARY SHEET

SECTION 1 GENERAL INFORMATION

1.1 Summary Statement

1.2 Abbreviations and Definitions

1.3 Exempt From Procurement Regulations

1.4 Contract Duration

1.5 Procurement Officer and Contract Manager

1.6 Pre-Proposal Conference

1.7 Use of eMaryland Marketplace

1.8 Questions

1.9 Proposals Due (Closing) Date

1.10 Duration of Proposal

1.11 Revisions to the RFP

1.12 Cancellations; Discussions

1.13 Oral Presentation

1.14 Incurred Expenses

1.15 Economy of Preparation

1.16 Multiple or Alternative Proposals

1.17 Public Information Act Notice

1.18 Offeror Responsibilities

1.19 Mandatory Contractual Terms

1.20 Proposal Affidavit

1.21 Contract Affidavit

1.22 Minority Business Enterprises

1.23 Compliance with Law; Arrearages

1.24 Verification of Registration and Tax Payment

1.25 False Statements

1.26 Conflict of Interest Affidavit and Disclosure

SECTION 2 OFFEROR MINIMUM QUALIFICATIONS

2.1 Demonstrating Minimum Qualifications

2.2 Failure to Satisfy Minimum Qualifications

2.3 Minimum Qualifications

SECTION 3 REQUIREMENTS; SCOPE OF SERVICES

3.1 Background

3.2 Purpose/Objectives

3.3 Scope of Services – Requirements

3.4 Insurance Requirements

3.5 Security Requirements

3.6 Conflicts of Interest

SECTION 4 PROPOSAL SUBMISSION FORMAT

4.1 Two Part Submission

4.2 Proposals

4.3 Delivery

4.4 Volume I – Technical Proposal

4.5 Volume II - Financial Proposal

SECTION 5 EVALUATION AND SELECTION PROCESS

5.1 Evaluation Committee

5.2 Technical Criteria

5.3 Financial Criteria

5.4 Selection Procedures

5.5 Award Determination

LISTING OF ATTACHMENTS

ATTACHMENT A – STATEMENT OF MINIMUM OFFEROR QUALIFICATIONS

ATTACHMENT B – PROPOSAL QUESTIONNAIRE

ATTACHMENT C – PROPOSAL AFFIDAVIT

ATTACHMENT D – CONTRACT AFFIDAVIT

ATTACHMENT E – FINANCIAL PROPOSAL INSTRUCTIONS AND FORM

ATTACHMENT F – CONFLICT OF INTEREST AFFIDAVIT/DISCLOSURE

ATTACHMENT G – FORM OF CONTRACT

VENDOR COMMENTS

To help us improve the quality of State solicitations, and to make our procurement process more responsive and business friendly, take a few minutes and provide comments and suggestions regarding this solicitation.

Please return your comments with your response. If you have chosen not to respond to this solicitation, please email or fax this completed form to the attention of the Procurement Officer (see Key Information

Sheet below for contact information).

Solicitation entitled: Corporate Governance Research and Proxy Voting Services

1. If you have chosen not to respond to this solicitation, please indicate the reason(s) below:

( ) Other commitments preclude our participation at this time.

( ) The subject of the solicitation is not something we ordinarily provide.

( ) We are inexperienced in the work/commodities required.

( ) Specifications are unclear, too restrictive, etc. (Explain in REMARKS section.)

( ) The scope of work is beyond our present capacity.

( ) Doing business with the State of Maryland is simply too complicated. (Explain in

REMARKS section.)

( ) We cannot be competitive. (Explain in REMARKS section.)

( ) Time allotted for completion of the Proposal is insufficient.

( ) Start-up time is insufficient.

( ) Bonding/Insurance requirements are restrictive. (Explain in REMARKS section.)

( ) Proposal requirements (other than specifications) are unreasonable or too risky.

(Explain in REMARKS section.)

( ) Prior State of Maryland contract experience was unprofitable or otherwise unsatisfactory.

(Explain in REMARKS section.)

( ) Payment schedule too slow.

( ) Other:

2. If you have submitted a response to this solicitation, but wish to offer suggestions or express concerns, please use the REMARKS section below. (Attach additional pages as needed.)

REMARKS:

Vendor Name: Date:

Contact Person: Phone ( ) -

Address:

E-mail Address:

KEY INFORMATION SUMMARY SHEET

RFP Title: Corporate Governance Research and Proxy Voting Services

RFP Issue Date: March 9, 2026

RFP Issuing Agency: Maryland State Retirement Agency (Agency)

Send Questions to: Edward Kamonjoh

Email: ekamonjoh@sra.state.md.us

Procurement Officer Edward Kamonjoh

Maryland State Retirement Agency 120 East

Baltimore Street, 12th Floor Baltimore, MD

21202 Email: ekamonjoh@sra.state.md.us

Proposals are to be emailed to: Edward Kamonjoh

Email: ekamonjoh@sra.state.md.us

Contract Manager: Edward Kamonjoh

Maryland State Retirement Agency 120 East

Baltimore Street, 12th Floor Baltimore, MD

21202

Email: ekamonjoh@sra.state.md.us

Closing Date and Time: April 10, 2026 5:00 pm (Local Time)

NOTICE:

A Prospective Offeror that has received this document from the Maryland State Retirement Agency’s website or https://emma.maryland.gov/, or that has received this document from a source other than the

Procurement Officer, and that wishes to assure receipt of any changes or additional materials related to this

RFP, should immediately contact the Procurement Officer and provide the Prospective Offeror’s name and mailing address so that addenda to the RFP or other communications can be sent to the Prospective Offeror.

mailto:ekamonjoh@sra.state.md.us mailto:ekamonjoh@sra.state.md.us mailto:ekamonjoh@sra.state.md.us mailto:ekamonjoh@sra.state.md.us

SECTION 1 GENERAL INFORMATION

The Maryland State Retirement Agency on behalf of the Board of Trustees for the Maryland State

Retirement and Pension System is issuing this Request for Proposals (RFP) to firms wishing to provide relevant services and products to the State of Maryland that cover Corporate Governance Research and

Proxy Voting Services as further described in this RFP.

For purposes of this RFP, the following abbreviations or terms have the meanings indicated below:

1.2.1 AGENCY means the Maryland State Retirement Agency.

1.2.2 BOARD means the Board of Trustees for the Maryland State Retirement and Pension

System.

1.2.3 COMAR means the Code of Maryland Regulations.

1.2.4 CONTRACT means the contract to be entered into pursuant to this RFP.

1.2.5 CONTRACT MANAGER means the individual identified by the State as the primary contact for the Contractor in the management of the Contract issued pursuant to this RFP.

1.2.6 CONTRACTOR means an Offeror who enters into a Contract with the Agency pursuant to this RFP and is a designated company.

1.2.7 FINANCIAL PROPOSAL means the separate submission of all pricing data that defines the cost of the Offeror’s consulting services specified in the Technical Proposal.

1.2.8 LOCAL TIME means time in the Eastern Time zone as observed by the State of Maryland.

1.2.9 MINORITY BUSINESS ENTERPRISE (MBE) means any legal entity certified as defined at COMAR 21.01.02.01B(54) which is certified by the Maryland Department of

Transportation under COMAR 21.11.03.

1.2.10 OFFEROR means a vendor who responds to the RFP by submitting a proposal to provide the requested services.

1.2.11 RFP means this Request for Proposals for Corporate Governance and Proxy Voting

Services for the Board of Trustees for the State Retirement and Pension System.

1.2.12 STATE means the State of Maryland.

1.2.13 SUBCONTRACTOR means an organization or entity that the Offeror plans to utilize to provide or perform a portion of the services covered under this RFP.

1.2.14 SYSTEM means the Maryland State Retirement and Pension System.

1.2.15 TECHNICAL PROPOSAL means the Offeror’s proposal submitted to comply with the specifications for consulting services outlined in RFP Section 4.

1.1 Summary Statement

1.2 Abbreviations and Definitions

With few exceptions, this RFP and any Contract entered into as a result hereof are not subject to the provisions of Division II of the State Finance and Procurement Article (Procurement Article). Nonetheless, the requirements of the Procurement Article and COMAR, Title 21, State Procurement Regulations (as amended), will be applied to this RFP to the extent practicable and consistent with obtaining the best

Corporate Governance Research and Proxy Voting services. The appeal procedures contained in the

Procurement Article and in the State Procurement Regulations will not apply to this procurement.

The Agency seeks to enter into a contractual arrangement with a fixed pricing schedule for a 5-year period, with options for additional renewal terms of up to four (4) additional one (1) year periods, subject to the satisfactory performance of the services required to be provided. Exercise of the renewal options remain at the sole discretion of the Agency.

The sole point of contact at the Agency for purposes of this RFP, prior to the award of any contract, is the

Procurement Officer identified below:

Edward Kamonjoh

Maryland State Retirement Agency

120 East Baltimore Street, 12th Floor

Baltimore, MD 21202

Email:

ekamonjoh@sra.state.md.us

Firms that intend to submit a Proposal should not contact any member of the Investment Committee, any member of the Board of Trustees for the System, the Executive Director, Chief Investment Officer, the

Deputy Chief Investment Officers or any staff member of the Agency other than the Procurement Officer.

Firms that currently do other business with the System may contact persons other than the Procurement

Officer, but their contact must be limited to that business, and should not relate to this RFP.

The Contract Manager responsible for administration and management of the Contract issued pursuant to this RFP shall be:

Edward Kamonjoh

Maryland State Retirement Agency

120 East Baltimore Street, 12th Floor

Baltimore, Maryland 21202

Email:

ekamonjoh@sra.state.md.us

The Agency may change the Procurement Officer and/or the Contract Manager at any time during the pendency of the Contract by notice to the Contractor.

1.3 Exempt From Procurement Regulations

1.4 Contract Duration

1.5 Procurement Officer and Contract Manager

There will be no pre-proposal conference.

Each Offeror is requested to indicate its eMaryland Marketplace vendor number in the Transmittal Letter submitted at the time of its proposal submission to this RFP.

eMaryland Marketplace (eMM) (https://emma.maryland.gov/) is a free electronic commerce system administered by the Maryland Department of General Services. In addition to using the Agency’s website

(https://sra.maryland.gov/current-rfisrfps) and possibly other means for transmitting the RFP and associated materials,the solicitation, Offeror questions and the Procurement Officer’s responses, addenda, and all other solicitation related material will be provided via the Agency’s website.

In order to receive a Contract award, a Contractor must be registered on eMM. Information about eMM can be found on the website at https://emma.maryland.gov/page.aspx/en/usr/login.

Questions will be accepted from prospective Offerors. All questions must be submitted in writing via email to ekamonjoh@sra.state.md.us prior to 4:00 p.m. on March 20, 2026. Answers to questions received will be posted on https://emma.maryland.gov/ as an Addendum, as well as on the Agency’s website

(https://sra.maryland.gov/current-rfisrfps). Questions received after 4:00 p.m. on March 20, 2026 will be answered only if time permits and at the sole discretion of the Procurement Officer.

Proposals, in the number and form set forth in RFP Section 4.2 “Proposals” must be received by the

Procurement Officer at the Procurement Officer’s address no later than the Proposal Due date and time indicated on the RFP Key Information Summary Sheet (near the beginning of the solicitation) in order to be considered.

Requests for extension of this time or date will not be granted. Except as provided in COMAR

21.05.03.02.F and 21.05.02.10, Proposals received after the due date and time listed in the RFP Key

Information Summary Sheet will not be considered.

Proposals may be modified or withdrawn by written notice received by the Procurement Officer before the time and date set forth in the RFP Key Information Summary Sheet for receipt of Proposals.

Vendors not responding to this solicitation are requested to submit the “Notice to Vendors” form, which includes company information and the reason for not responding (e.g., too busy, cannot meet mandatory requirements, etc.). This form is located in the RFP immediately following the Title Page (page ii).

Proposals submitted in response to this RFP are irrevocable for 120 days following the closing date of proposals or of Best and Final Offers (BAFOs), if requested. This period may be extended at the

Procurement Officer's request only with the Offeror's written agreement.

1.6 Pre-Proposal Conference

1.7 Use of eMaryland Marketplace

1.8 Questions

1.9 Proposals Due (Closing) Date

1.10 Duration of Proposal

1.11 Revisions to the RFP

https://emma.maryland.gov/ https://sra.maryland.gov/current-rfisrfps https://emma.maryland.gov/page.aspx/en/usr/login mailto:ekamonjoh@sra.state.md.us https://sra.maryland.gov/current-rfisrfps

If it becomes necessary to revise this RFP before the due date for Proposals, the Agency shall endeavor to provide addenda to all prospective Offerors that were sent this RFP or which are otherwise known by the

Procurement Officer to have obtained this RFP. In addition, addenda to the RFP will be posted on the

Agency’s procurement web page and through eMM. It remains the responsibility of all prospective Offerors to check all applicable websites for any addenda issued prior to the submission of Proposals. Addenda made after the due date for Proposals will be sent only to those Offerors that submitted a timely Proposal and that remain under award consideration as of the issuance date of the addenda.

Acknowledgment of the receipt of all addenda to this RFP issued before the proposal due date must accompany the Offeror’s proposal in the Transmittal Letter accompanying the Technical Proposal submittal. Acknowledgement of the receipt of addenda to the RFP issued after the proposal due date shall be in the manner specified in the addendum notice. Failure to acknowledge receipt of an addendum does not relieve the Offeror from complying with the terms, additions, deletions, or corrections set forth in the addenda.

The Agency reserves the right to cancel this RFP, accept or reject any and all proposals, in whole or in part, received in response to this RFP, to waive or permit cure of minor irregularities, and to conduct discussions with all qualified or potentially qualified Offerors in any manner necessary to serve the best interests of the

State. The Agency also reserves the right, in its sole discretion, to award a contract based upon the written proposals received without discussions or negotiations.

Offerors may be required to make oral presentations to the Evaluation Committee (defined below).

Significant representations made by an Offeror during the oral presentation must be reduced to writing. All written representations will become part of the Offeror’s proposal and are binding if the Contract is awarded. The Procurement Officer will notify Offerors of the time and place of oral presentations, if any.

Typically, oral presentations occur approximately four to six weeks after the proposal due date.

The State will not be responsible for any costs incurred by an Offeror in preparing and submitting a proposal, in making an oral presentation, in providing a demonstration, or in performing any other activities related to submitting a proposal in response to this solicitation.

Proposals should be prepared simply and economically, providing a straightforward, concise description of the Offeror's proposal to meet the requirements of this RFP.

Neither multiple nor alternate proposals will be accepted.

An Offeror should give specific attention to the clear identification of those portions of its proposal that it considers confidential, proprietary commercial information or trade secrets, and provide justification why such materials, upon request, should not be disclosed by the State under the Public Information Act, Md.

Code Ann., General Provisions Article, Title 4. (Also, see RFP Section 4.4.2.2.) This confidential and/or

1.12 Cancellations; Discussions

1.13 Oral Presentation

1.14 Incurred Expenses

1.15 Economy of Preparation

1.16 Multiple or Alternative Proposals

1.17 Public Information Act Notice

proprietary information should be identified by page and section number and placed after the Title Page and before the Table of Contents in the Technical Proposal and if applicable, separately in the Financial

Proposal.

Offerors are advised that, upon request for this information from a third party, the Procurement Officer is required to make an independent determination whether the information must be disclosed.

The selected Offeror/Contractor shall be responsible for all products and services required by this RFP.

Each Offeror shall identify all proposed subcontractors and include a complete description of their roles relative to the Proposal. The selected Offeror retains responsibility for all work performed by and every deliverable submitted by a subcontractor.

If an Offeror that seeks to perform or provide the services required by this RFP is the subsidiary of another entity, all information submitted by the Offeror including but not limited to references, financial reports, or experience and documentation (e.g. insurance policies, bonds, letters of credit) used to meet minimum qualifications, if any, shall pertain exclusively to the Offeror, unless the parent organization will guarantee the performance of the subsidiary. If applicable, the Offeror shall submit with its Proposal an explicit statement, signed by an authorized representative of the parent organization, stating that the parent organization will guarantee the performance of the subsidiary.

A parental guarantee of the performance of the Offeror under this RFP Section 1.18 will not automatically result in crediting the Offeror with the experience and/or qualifications of the parent under any evaluation criteria pertaining to the Offeror’s experience and qualifications. Instead, the Offeror will be evaluated on the extent to which the Agency determines that the experience and qualification of the parent are transferred to and shared with the Offeror, the parent is directly involved in the performance of the Contract, and the value of the parent’s participation as determined by the Agency.

By submitting an offer in response to this RFP, an Offeror, if selected for award, shall be deemed to have accepted the terms of this RFP and the Contract, attached herein as ATTACHMENT G of this RFP. Any exceptions to this RFP or the Contract shall be clearly identified in the Executive Summary of the Technical

Proposal. A Proposal that takes exception to these terms may be deemed not reasonably susceptible of being selected for award.

A proposal submitted by an Offeror must be accompanied by a completed Proposal Affidavit. A copy of this Affidavit is included as ATTACHMENT C of this RFP.

All Offerors are advised that if a contract is awarded as a result of this solicitation, the successful Offeror will be required to complete a Contract Affidavit. A copy of this Affidavit is included for informational purposes as ATTACHMENT D of this RFP. This Affidavit must be completed and submitted within five business days after notification of proposed contract award. For purposes of completing Section “B” of this

Affidavit (Certification of Registration or Qualification with the State Department of Assessments and

Taxation), note that a business entity that is organized outside of the State of Maryland is considered to be a “foreign” business.

1.18 Offeror Responsibilities

1.19 Mandatory Contractual Terms

1.20 Proposal Affidavit

1.21 Contract Affidavit

Minority Business Enterprises (MBEs) are encouraged to respond to this RFP. Offerors who consider themselves to be minority contractors are encouraged to obtain certification from the Maryland

Department of Transportation. A minimum certified Minority Business Enterprise subcontract participation goal has not been established for this procurement, but certified MBE subcontract participation may be considered in evaluating proposals under certain circumstances. Offerors are encouraged to utilize MBEs for any subcontracting opportunities that may arise. The Agency also encourages Offerors to include socially and economically disadvantaged individuals on the team responding to this solicitation, if applicable.

A current directory of certified MBEs is available through the Maryland State Department of Transportation

(MDOT), Office of Minority Business Enterprise, 7201 Corporate Center Drive, Hanover, Maryland 21076.

The phone numbers are (410) 865-1269, 1-800-544-6056, or TTY (410) 865-1342. The directory is also available on the MDOT website at http://mbe.mdot.state.md.us/directory/. The most current and up-to-date information on MBEs is available via this website.

By submitting a Proposal in response to this RFP, the Offeror, if selected for award, agrees that it will comply with all federal, State, and local laws applicable to its activities and obligations under the Contract.

By submitting a response to this solicitation, each Offeror represents that it is not in arrears in the payment of any obligations due and owing the State, including the payment of taxes and employee benefits, and shall not become so in arrears during the term of the Contract if selected for Contract award.

Before a business entity can do business in the State, it must be registered with the State Department of

Assessments and Taxation (SDAT). SDAT is located at State Office Building, Room 803, 301 West Preston

Street, Baltimore, Maryland 21201. For registration information, visit https://www.egov.maryland.gov/businessexpress.

It is strongly recommended that any potential Offeror complete registration prior to the due date for receipt of Proposals. An Offeror’s failure to complete registration with SDAT may disqualify an otherwise successful Offeror from final consideration and recommendation for Contract award.

Offerors are advised that §11-205.1 of the State Finance and Procurement Article of the Annotated Code of Maryland provides as follows:

1.25.1 In connection with a procurement contract a person may not willfully:

(a) Falsify, conceal, or suppress a material fact by any scheme or device;

(b) Make a false or fraudulent statement or representation of a material fact; or

(c) Use a false writing or document that contains a false or fraudulent statement or entry of a material fact.

1.25.2 A person may not aid or conspire with another person to commit an act under subsection

1.25.1 of this RFP Section 1.25.

1.25.3 A person who violates any provision of this RFP Section 1.25 is guilty of a felony and on

1.22 Minority Business Enterprises

1.23 Compliance with Law; Arrearages

1.24 Verification of Registration and Tax Payment

1.25 False Statements

http://mbe.mdot.state.md.us/directory/ https://www.egov.maryland.gov/businessexpress conviction is subject to a fine not exceeding $20,000 or imprisonment not exceeding 5 years or both.

Offerors shall complete and sign the Conflict of Interest Affidavit and Disclosure (ATTACHMENT F) and submit it with their proposals. All Offerors are advised that if a Contract is awarded as a result of this solicitation, the Contractor’s personnel who perform or control work under this Contract and each of the participating subcontractor personnel who perform or control work under this Contract shall be required to complete agreements substantially similar to ATTACHMENT F, Conflict of Interest Affidavit and

Disclosure. For policies and procedures applying specifically to Conflict of Interests, the Contract is governed by COMAR 21.05.08.08.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

1.26 Conflict of Interest Affidavit and Disclosure

SECTION 2 OFFEROR MINIMUM QUALIFICATIONS

An Offeror must demonstrate in its Technical Proposal that they satisfy each of the minimum qualifications set forth in RFP Section 2.3.

Failure to satisfy the minimum qualifications stated in this RFP will result in an Offeror being classified as not reasonably susceptible of selection for award, and failure to maintain compliance with any of these qualifications during the term of the Contract may be considered an event of default.

An Offeror must demonstrate in its Technical Proposal that the following minimum qualifications have been met:

2.3.1 The Offeror has provided corporate governance research and proxy voting similar to those described in Section 3, Scope of Services, during the last five (5) years to at least five (5) public and/or private plan sponsor clients or endowments whose assets under advisement aggregate to at least at least five billion U.S. dollars.

2.3.2 The Offeror is not in bankruptcy, conservatorship, receivership, or in the possession of a regulatory agency.

2.3.3 The Offeror, its parent or an affiliate is a registered investment advisor with the SEC under the Investment Advisers Act of 1940.

Failure to maintain compliance with any of these qualifications during the term of the Contract may be considered an event of default; the Contractor must notify the Agency of the Contractor’s non-compliance within ten (10) calendar days of the precipitating event.

2.1 Demonstrating Minimum Qualifications

2.2 Failure to Satisfy Minimum Qualifications

2.3 Minimum Qualifications

SECTION 3 REQUIREMENTS; SCOPE OF SERVICES

The Maryland State Retirement Agency (Agency) is the administrator of the Maryland State Retirement and Pension System (System). The System was established by the State Personnel and Pensions Article of the Annotated Code of Maryland (SPP) to provide retirement allowances and other benefits to State employees, teachers, and other State and local employees. Responsibility for the System’s administration and operations is vested in a 15-member Board of Trustees (Board).

The Board of Trustees for the System manages a diversified investment portfolio valued at approximately

$77.4 billion as of December 31, 2025 for the exclusive benefit of participants of the System, which includes the several retirement and pension systems for state employees, teachers, and employees of participating municipalities. The System’s asset allocation is available on the Agency’s website:

https://sra.maryland.gov/fiscal-year-quarterly-updates. The System’s custodian is State Street Bank and

Trust.

The Agency is distributing this RFP to firms wishing to provide Corporate Governance Research and Proxy

Voting Services to the Agency. The Board of Trustees of the System, through its Corporate Governance and Securities Litigation Committee, is committed to actively, and prudently, addressing poor corporate governance practices or regulatory constructs, and otherwise responding to issues affecting the integrity of the capital markets and market participants, utilizing the tools and methods available to proponents of good corporate governance. During 2025, the System cast votes for 4,874 meetings, 9,170 ballots and 55,911 proposals. The System’s Corporate Governance Proxy Voting Policies can be found at:

https://sra.maryland.gov/investment-policy-manual.

Further information regarding the System is set forth in the System’s Comprehensive Annual Financial

Report, a copy of which is available on the Agency’s website: https://sra.maryland.gov/annual-financial-reports.

The ultimate goal of the RFP is for the System to choose a firm from this process to provide certain

Corporate Governance Research and Proxy Voting services for the Agency.

The Agency intends to choose a firm from this process to provide related products, solutions, and services.

However, the Agency may: (i) chose one or more firms to provide the products and services; or (ii) determine not to choose any firm to provide the products and services described in this RFP, in each case if it is deemed to be in the best interest of the System.

The Agency seeks a comprehensive, high quality, cost-effective solution for corporate governance research and proxy voting services. The Contractor shall be required to provide the following services in connection with Corporate Governance Research and Proxy Voting services (the “Required Services”):

1. Corporate Governance Research including (a) company-specific analysis, (b) advisory voting recommendations, and (c) general research on environmental, social, and governance (ESG) research as well as other corporate governance matters; and

2. Proxy Voting Agent and Consulting Services including (a) proxy vote execution, (b) accessible on-line database and reporting, and (c) assistance in the development and implementation of proxy voting rules based on the System’s custom proxy voting guidelines.

3.1 Background

3.2 Purpose/Objectives

3.3 Scope of Services – Requirements

https://sra.maryland.gov/fiscal-year-quarterly-updates https://sra.maryland.gov/investment-policy-manual https://sra.maryland.gov/annual-financial-reports https://sra.maryland.gov/annual-financial-reports

3.3.1 Corporate Governance Research

The Contractor shall provide the following corporate governance services:

▪ Research based on an adequate and well communicated set of governance principles, proxy voting policies, and an analytical framework covering corporate finance and governance issues;

▪ Complete coverage of all publicly traded equity investments, providing in-depth, high quality company research for all companies in which the System owns equity interests;

▪ Global research coverage to encompass any constituent companies of the Russell

3000 index and the MSCI All Country World Index (ACWI);

▪ Ability for Agency staff to communicate directly with research analysts and others involved with corporate governance research, in order to discuss individual company circumstances as well as broad policy methodology;

▪ Detailed research covering executive compensation;

▪ Detailed research relating to mergers and acquisitions;

▪ Detailed research related to environmental, social and governance issues;

▪ Detailed research relating to proxy contests, recapitalizations, charter and by-law amendments, and other highly contested voting scenarios;

▪ Detailed research relating to board elections and director qualifications, shareowner proposals, auditor ratifications, and other matters (both traditional and special-case scenarios) that are brought before shareowners on proxy ballots;

▪ Research and ongoing development of topical research and white papers on various corporate governance issues, with a focus on empirical analysis and review of current academic and industry studies and reports.

3.3.2 Proxy Voting Agent and Consulting Services

The Contractor shall provide the following proxy voting agent and consulting services:

▪ A turn-key proxy voting system enabling the Agency to access all proxy ballots, offering both company level and summary reporting capability.

▪ A voting system with reporting capabilities that include generating reports based on account, account group, date range, voted/unvoted ballots, company, shareowner proposal classification, vote recommendation, and/or individual ballot items, allow reasonable statistical analysis, and are available on a timely basis.

▪ Adequate integration of research recommendations with proxy ballots, allowing the

Agency to easily and efficiently evaluate individual proxy votes and make voting decisions online.

▪ Updated and accurate data available to the Agency on all relevant ballots and governance research services 24 hours a day.

▪ A voting system with capabilities to manage operational challenges in non-U.S.

capital markets, such as illiquidity due to share-blocking provisions, split votes, and various sub-custodian limitations in the proxy voting chain.

▪ A voting system with the ability to manage preferred stock, warrants, debt holdings and other special voting requirements.

▪ A voting system that is regularly audited, and reconciliation conducted periodically to ensure that votes for all vote-eligible securities are appropriately cast in accordance with the System’s custom proxy voting guidelines.

▪ An annual review (or more frequently as needed) of the System’s custom proxy voting guidelines with accompanying proxy voting policy change recommendations.

▪ Presentation services to the Corporate Governance and Securities Litigation

Committee on various corporate governance topics or policy change recommendations, as necessary and upon the Agency’s request.

▪ The ability to provide other ad-hoc reports and analyses requested by Agency staff.

3.4.1 The Consultant shall maintain directors and officers liability insurance coverage of at least one million dollars ($1,000,000).

3.4.2 The Contractor shall maintain errors and omissions/professional liability

(including cyber liability) insurance with a minimum limit of ten million

($10,000,000) per claim and annual aggregate.

3.4.3 Within five (5) Business Days of recommendation for Contract award, and before any work begins, the Contractor shall provide the Procurement

Officer with current certificates of insurance, and shall update such certificates periodically, but no less than annually in multi-year contracts, as directed by the Contract Manager.

3.4.4 The Contractor shall maintain workers’ compensation and other insurance as required by the State of Maryland and federal law, and shall maintain such insurance at levels acceptable to the Agency in full force and effect during the term of this Contract. The

Consultant agrees to furnish satisfactory evidence of this insurance coverage to the

Agency upon request.

3.4.5 The Contractor shall require that any subcontractors providing primary services (as opposed to non-critical, ancillary services) under this

Contract obtain and maintain the same levels of insurance and shall provide the Contract Manager with the same documentation as is required of the Contractor.

3.4 Insurance Requirements

3.5.1 Employee Identification

3.5.1.1 Each person who is an employee or agent of the Contractor or subcontractor shall display his or her company ID badge at all times while on State premises. Upon request of authorized State personnel, each such employee or agent shall provide additional photo identification.

3.5.1.2 At all times at any facility, the Contractor’s personnel shall cooperate with

State site requirements that include but are not limited to being prepared to be escorted at all times, providing information for badge issuance, and wearing the badge in a visible location at all times.

3.5.2 Criminal Background Check

The Contractor shall obtain from all Contractor and subcontractor personnel assigned to work on the Contract a signed statement permitting a criminal background check. The Contractor shall secure at its own expense a Maryland State Police and/or FBI background check and provide the

Contract Manager with completed checks on the above-listed personnel assigned to work under the Contract prior to assignment. At a minimum, these background checks must include all convictions and probation before judgment (PBJ) dispositions. The Contractor may not assign an individual whose background check reflects any criminal activity to work under this Contract unless prior written approval is obtained from the Contract Manager.

3.6.1 The General Procurement Law, State Finance and Procurement Article, §13-212.1, might limit the selected Contractor’s ability to participate in future related procurements or to provide advice or consultation services to organizations or companies that do business with or plan to do business with the State, depending upon specific circumstances.

3.6.2 The Contractor shall perform the duties required by this RFP impartially and without any conflict of interest. The Contractor’s first priority in performing the duties of the Contract shall be the protection of the State’s interests.

3.6.3 The Contractor shall provide periodic updates to the Agency and the Contract Manager, providing information such as that required by the Conflict of Interest affidavit attached as ATTACHMENT

F, certifying whether a conflict of interest or potential conflict of interest exists. The Contractor shall notify the Agency and Contract Manager whenever the Contractor provides services to, contracts with, or receives any compensation or remuneration from an organization or company that is involved in a matter related to this RFP.

3.5 Security Requirements

3.6 Conflicts of Interest

SECTION 4 PROPOSAL SUBMISSION FORMAT

Offerors must submit separate proposals in two separate volumes:

• Volume I – (TECHNICAL PROPOSAL)

• Volume II – (FINANCIAL PROPOSAL)

Volume I - Technical Proposal, and Volume II - Financial Proposal shall be sealed separately from one another. It is preferred, but not required, that the name, email address, and telephone number of a contact person for the Offeror be included as a cover for each volume. Each Volume shall contain an unbound original, so identified, and three (3) copies. Unless the resulting package will be too unwieldy, the Agency’s preference is for the two (2) sealed Volumes to be submitted together in a single package including a label bearing:

(1) RFP title,

(2) Name and address of the Offeror, and

(3) Closing date and time for receipt of Proposals to the Procurement Officer (see RFP Key Information Summary Sheet) prior to the date and time for receipt of Proposals (see RFP Section 1.9).

An electronic version of Volume 1 - Technical Proposal in Microsoft Word format must be enclosed with the original Volume I - Technical Proposal submission. An electronic version of Volume II - Financial

Proposal in Microsoft Word or Microsoft Excel format must be enclosed with the original Volume II -

Financial Proposal submission. Each USB Flash Drive must be labeled on the outside with the RFP title and number, name of the Offeror, and volume number. Each USB Flash Drive must be packaged with the original copy of the appropriate Proposal (Technical or Financial). In the event of any discrepancy between the hard copy and electronic versions of an Offeror’s Proposal, the State shall determine the controlling version in accordance with the State’s interests.

A second electronic version of Volume I and Volume II in searchable Adobe pdf format shall be submitted on USB Flash Drive for Public Information Act (PIA) requests. This copy shall be redacted so that confidential and/or proprietary information has been removed (see RFP Section 1.17).

Beginning with the Transmittal Letter (see RFP Section 4.4.2.4), all pages of both Proposal volumes shall be consecutively-numbered from beginning (Page 1) to end (Page “x”). Pages prior to the Transmittal Letter should be numbered using romanettes (ex. i, ii, iii, iv, v, etc.).

Proposals and any modifications to Proposals will be shown only to State employees, members of the

Evaluation Committee (defined below), and other persons deemed by the Agency to have a legitimate interest in them.

Offerors may either mail or hand-deliver proposals.

For U.S. Postal Service deliveries, any Proposal that has been received at the appropriate mailroom, or typical place of mail receipt, for the respective procuring unit by the time and date listed in the RFP will be

4.1 Two Part Submission

4.2 Proposals

4.3 Delivery

deemed to be timely. If an Offeror chooses to use the U.S. Postal Service for delivery, the Agency recommends that it use Express Mail, Priority Mail, or Certified Mail only as these are the only forms for which both the date and time of receipt can be verified by the Agency. It could take several days for an item sent by first class mail to make its way by normal internal mail to the procuring unit and an Offeror using first class mail will not be able to prove a timely delivery at the mailroom.

Hand-delivery includes delivery by commercial carrier acting as agent for the Offeror. For any type of direct (non-mail) delivery, an Offeror is advised to secure a dated, signed, and time-stamped (or otherwise indicated) receipt of delivery.

4.4.1 Format of Technical Proposal; Required Submissions

Inside a sealed package described in RFP Section 4.2, above, an unbound original, to be so labeled, six (6) copies and the electronic version shall be provided. In addition to the instructions below, the

Offeror’s Technical Proposals should be organized and numbered in the same order as this RFP.

This proposal organization will allow the Evaluation Committee (defined below) to “map” Offeror responses directly to RFP requirements by paragraph number.

The Offeror should use the sub-headings provided by this RFP to organize the response (i.e., to describe in detail how Offeror meets the minimum qualifications as a response to RFP Section 2.3 and proposes to provide the services enumerated in RFP Section 3.3).

4.4.2 The Technical Proposal

The Technical Proposal shall include the following sections in this order:

4.4.2.1 Title Page

The Technical Proposal should begin with a title page bearing the name and address of the

Offeror and the name and number of this RFP.

4.4.2.2 Confidential, Proprietary Commercial Information or Trade Secrets

Any information which is claimed to be confidential is to be noted by reference and included after the Title Page and before the Table of Contents, and if applicable, also in the

Offeror’s Financial Proposal. An explanation for each claim of confidentiality shall be included (see RFP Section 1.17 “Public Information Act Notice”). The entire Proposal should not be given a blanket confidentiality designation. Any confidentiality designation must apply to specific sections, pages, or portions of pages of the Proposal.

4.4.2.3 Table of Contents

A table of contents for the Technical Proposal should follow the title page or the Offeror’s confidential, proprietary information or trade secrets claims.

4.4.2.4 Transmittal Letter

A transmittal letter must accompany the Technical Proposal. The purpose of this letter is to transmit the proposal and acknowledge the receipt of any addenda/amendments. The transmittal letter should be brief and signed by an individual who is authorized to commit the Offeror to the services and requirements as stated in this RFP.

4.4.2.5. Executive Summary

4.4 Volume I – Technical Proposal

The Offeror shall condense and highlight the contents of the Technical Proposal in a separate section titled “Executive Summary”. The Executive Summary shall reflect the

RFP subject, name of the firm, address, telephone number, contact person, date of preparation, and names of persons who are authorized to make representations on behalf of the Offeror (include their titles, addresses, telephone numbers and other contact information). This section shall include a summary description of the firm’s background and history in providing the services requested by the RFP. Any marketing materials included in the Offeror’s proposal to more fully describe the Offeror’s services should be clearly referenced in the proposal.

The Executive Summary must include a statement that the Offeror, if chosen for award, shall comply with all terms and conditions stated in this RFP, including without limitation, the terms of the form of Contract set forth in ATTACHMENT G to this RFP. Exceptions to the RFP or attachments may result in rejection of the proposal.

4.4.2.6 Minimum Qualifications Demonstration and Documentation

The Offeror shall address each minimum qualification specified in RFP Section 2.3 and shall demonstrate how the Offeror meets each of these minimum qualifications. The

Offeror must also complete the Statement of Minimum Offeror Qualifications included as

ATTACHMENT A to this RFP. The response must contain sufficient information to assure the Agency of its accuracy. If the Offeror provides any publications, pamphlets or other written materials to further demonstrate its capacity to meet the minimum qualifications, such materials must be clearly referenced in each response to the minimum qualifications.

4.4.2.7 Offeror’s Technical Response to RFP Scope of Services Requirements

In a concise manner, the Offeror shall address each requirement in RFP Section 3.3 of this

RFP and shall describe how the Offeror’s proposed services, including the services of any proposed subcontractor(s), will meet or exceed the requirement(s), will meet these requirements. The Offeror should use the sub-headings provided by this RFP to organize the response. If the State is seeking Offeror agreement to any requirement(s), the Offeror shall state its agreement or disagreement. Any paragraph in the Technical Proposal that responds to a requirement in RFP Section 3.3 shall include an explanation of how the services will be provided. Any exception to a requirement, term, or condition may result in having the Proposal classified as not reasonably susceptible of being selected for award or the Offeror deemed not responsible.

4.4.2.8 Offeror’s Responses to Proposal Questionnaire

Each Offeror must complete the attached Proposal Questionnaire (ATTACHMENT B).

The information requested must be provided in the prescribed format. Responses that in the opinion of the Evaluation Committee (defined below) materially deviate from the prescribed format may be rejected. All responses to the questionnaire will be subject to verification for accuracy. Proposals containing false or misleading information may be rejected at the discretion of the Evaluation Committee (defined below).

4.4.2.9 Offeror’s Experience and References

The Offeror shall include information on past experience with similar projects and/or services, including the following information:

• A description of any services required by this RFP performed by the

Offeror during the most recent three (3) year period;

• A minimum of five (5) references, using the “Form for References” provided in the Proposal Questionnaire, from defined contribution plan clients including U.S. public retirement systems, private plan sponsors, or endowments, for which the Offeror has provided the services required by this RFP. Include complete addresses and telephone numbers for each reference, as well as the name, title and the telephone number of a contact individual; and

• Any additional services or alternative approaches that the Offeror believes are in the Agency’s best interest.

4.4.2.10 Subcontractors

The Offeror shall provide a complete list of all subcontractors that will work on the

Contract if the Offeror receives an award. This list shall include a full description of the duties each subcontractor will perform and why/how each subcontractor was deemed the most qualified for this project.

4.4.2.11 Economic Benefit Factors

The Offeror shall submit with its Proposal a narrative describing benefits that will accrue to the Maryland economy as a direct or indirect result of its performance of this contract.

Proposals will be evaluated to assess the benefit to Maryland’s economy specifically offered. The economic benefit offered should be consistent with the Offeror’s Financial

Proposal Form.

Proposals that identify specific benefits as being contractually enforceable commitments will be rated more favorably than Proposals that do not identify specific benefits as contractual commitments, all other factors being equal.

Offerors shall identify any performance guarantees that will be enforceable by the State if the full level of promised benefit is not achieved during the Contract term.

As applicable, for the full duration of the Contract, including any renewal period, or until the commitment is satisfied, the Contractor shall provide to the Contract Manager or other designated agency personnel reports of the actual attainment of each benefit listed in response to this RFP Section 4.4.2.11. These benefit attainment reports shall be provided quarterly, unless elsewhere in these specifications a different reporting frequency is stated.

In responding to this RFP Section 4.4.2.11, the following do not generally constitute economic benefits to be derived from this Contract:

(1) Generic statements that the State will benefit from the Offeror’s superior performance under the Contract;

(2) Descriptions of the number of Offeror employees located in Maryland other than those that will be performing work under this Contract; and

(3) Tax revenues from Maryland-based employees or locations, other than those that will be performing, or used to perform, work under this Contract.

Discussion of Maryland-based employees or locations may be appropriate if the Offeror makes some projection or guarantee of increased or retained presence based upon being awarded this Contract.

Examples of economic benefits to be derived from a contract may include any of the following. For each factor identified below, identify the specific benefit and contractual commitments and provide a breakdown of expenditures in that category:

(1) The Contract dollars to be recycled into Maryland’s economy in support of the

Contract, through the use of Maryland subcontractors, suppliers and joint venture partners. Do not include actual fees or rates paid to subcontractors or information from your Financial Proposal;

(2) The number and types of jobs for Maryland residents resulting from the Contract.

Indicate job classifications, number of employees in each classification and aggregate payroll to which the Offeror has committed, including contractual commitments at both prime and, if applicable, subcontract levels. If no new positions or subcontracts are anticipated as a result of this Contract, so state explicitly;

(3) Tax revenues to be generated for Maryland and its political subdivisions as a result of the Contract.