Justification and Approval (50310224P0034)_Redacted.pdf

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 datais be 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.

This procurement is for a base period of twenty-four (24) months and three (3) twelve (12) month option years. The total estimated value of the contract is .

4. Identification of the exception to fair opportunity and the supporting rationale, including a demonstration that the proposed contractor’s unique qualifications or the nature of the acquisition requires use of the exception cited.

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.

5. A demonstration that the proposed contractor’s unique qualifications or the nature of the acquisition requires use of the authority cited.

The SEC requires online access to 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 can 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 Sam.gov. Zero (0) responses were received in response to the post.

7. A Determination by The Contracting Officer That The Anticipated Cost To The

Government Will Be Fair And Reasonable

The Contracting Officer determines the pricing will be fair and reasonable by analyzing the prices provided by the contractor, evaluating proposed prices in comparison with the IGCE and previous prices paid for these services, with appropriate adjustments to reflect changes in market conditions.

8. A description of the market research conducted (see part 10) and the 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. Any other facts supporting the use of other than full and open competition.

N/A

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