Pmrs Proxy Voting Services

TECHNICAL SUBMITTAL

As provided by statute, the Board has exclusive control and management responsibility of PMRS' fund and full power to invest the fund. In exercising its fiduciary responsibility, the Board is governed by the "prudent investor" rule and has adopted a Statement of Investment Policy to formally document investment objectives and responsibilities. This policy, as well as applicable state law, defines permissible investments for the PMRS. Although PMRS is not governed by ERISA rules, the U.S. Department of Labor has opined that corporate proxies are assets of the Fund and must be voted in the best interests of members and beneficiaries. To meet this fiduciary standard, PMRS has developed a proxy voting process that improves corporate governance and enhances the likelihood of improved financial performance by the Fund.

I-1. Statement of the Project. The purpose of this Request for Proposals is to solicit proposals from qualified firms to provide complete Proxy Voting Services. This includes but is not limited to (1) Provide comprehensive research and analysis of the proxies for approximately eight hundred and fifty (850) companies in the PMRS domestic equity portfolio, (2) Provide proxy voting recommendations in accordance with PMRS proxy voting guidelines (attached), (3) Provide for the actual mechanism and capacity to vote PMRS proxies in accordance with the adopted guidelines, (4) Provide an interactive electronic delivery system that will enable PMRS to access proxy analysis and recommendations, (5) Provide customized quarterly reports summarizing proxy voting activity pertinent to the PMRS portfolio, and (6) Provide recommendations for the development and possible revision of PMRS proxy voting guidelines. The successful bidder will comply with the Standard Contract Terms and Conditions for Services as attached.

Offeror Response

I-2. Qualifications.

A. Prior Experience. The Offeror must meet all of the following minimum qualifications to be given further consideration. Failure to satisfy each of the minimum qualifications may result in the immediate rejection of the proposal:

i) The Offeror of proxy research services must have been in the business of providing proxy research services for at leave five (5) years, evidenced by a certificate of incorporation or copy of Form ADV as well as documentation of proxy research services which date back five years.

ii) The Offeror and its key professionals must not have material conflicts of interest with the PMRS, its Board, its custodian bank, or its investment managers.

The Offeror must provide responses to each of the aforementioned minimum qualification substantiating how your firm satisfies each qualification. The responses must contain sufficient information as prescribed to assure PMRS of its accuracy. Failure to provide complete information may result in the rejection of the proposal.

Offeror Response

B. Personnel. Include the number of executive and professional personnel, analysts, auditors, researchers, programmers, consultants, etc., who will be engaged in the work. Show where these personnel will be physically located during the time they are engaged in the Project. For key personnel, include the employee's name and, through a resume or similar document, the Project personnel's education and experience in proxy voting services. Indicate the responsibilities each individual will have in this Project and how long each has been with your company. Identify by name any subcontractors you intend to use and the services they will perform.

Offeror Response

C. Training. If appropriate, indicate recommended training of agency personnel. Include the agency personnel to be trained, the number to be trained, duration of the program, place of training, curricula, training materials to be used, number and frequency of sessions, and number and level of instructors.

Offeror Response

I-3. Reports and Project Control. PMRS expects that documented analysis for every company in PMRS' domestic equity portfolios will be available in written form no later than seven (7) business days in advance of the last day on which the ballot may be cast. The offeror shall demonstrate the means by which all ballots shall be cast in a timely manner. The offeror shall provide disclosure of PMRS' proxy votes no more than two business days after the date of each proxy meeting. The offeror shall maintain an electronic database of PMRS' votes, make the database accessible to PMRS, and prepare the following quarterly reports to PMRS that summarizes the votes cast on behalf of PMRS:

1. Vote Summary Report. This report should include company name, CUSIP or SEDOL number, meeting date, record date, type of meeting, ballot issues, management vote recommendation, PMRS' vote, and number of shares voted.

2. Issues Summaries Report. This report should include identification of issue, total number of meetings, and vote (for, against, withhold, abstain, split, with or against management, and unvoted).

3. Votes Against Management Report. This report should include company, meeting date, issue, management recommendation, and actual vote.

4. Meeting and Ballot Report. This report should include the total number of U.S meetings and ballots voted on behalf of PMRS.

5. Custom Reports. These reports would be provided on an ad hoc basis as may be reasonably required in connection with the services provided by the contractor

Offeror Response

I-4. Requirements.

1. Type of Retirement System. PMRS is a state affiliated administrative agency (16 Pa. Code § 81.3) responsible for the administration of over 1,100 municipal pension plans.

2. Administration of the System. PMRS is governed by an administrative board of eleven (11) members as provided for in the Pennsylvania Municipal Retirement Law, 53 P.S. "81.101 et seq. (PMRL). Investments of the Board are governed by the provisions of the PMRL, Fiscal Code, and the Board's Investment Guidelines, which can be found on the following website, https://pmrs.pa.gov/wp-content/uploads/2025/09/PMRS-IPS.pdf. PMRS' financial records are audited annually by an independent auditor.

3. PMRS Systems:

Accounting System. PMRS records transactions on a cash basis. Accounting entries are made effective on the same date that such transactions are processed by the State Treasurer of the Commonwealth. Accrual entries are made as of December 31st. During 2024, PMRS processed approximately 5,500 securities purchases and sales transactions.

Security Control, Accounting and Depository Services. The State Treasurer is by law the custodian of the Pennsylvania Municipal Retirement Fund. The State Treasurer has contracted to utilize the services of BNY Mellon, New York, NY for trust accounting, securities movement and control, and depository trust services.

Custody and Type of Securities. The securities held by PMRS are in the custodial care of the Depository Trust Company and the State Treasurer. The Pennsylvania Auditor General's Office performs a physical examination of the securities in the custody of the State Treasurer annually. A listing of investments holdings as of December 31, 2024 is available at https://pmrs.pa.gov/wp-content/uploads/2025/06/2024-PMRS-Detailed-Holdings.pdf.

PMRS is represented by the Office of Chief Counsel comprised of attorneys through the Governor's Office of General Counsel.

Offeror Response

I-5. Emergency Preparedness.

To support continuity of operations during an emergency, including a pandemic, the Commonwealth needs a strategy for maintaining operations for an extended period of time. One part of this strategy is to ensure that essential contracts that provide critical business services to the Commonwealth have planned for such an emergency and put contingencies in place to provide needed goods and services.

l. Describe how you anticipate such a crisis will impact your operations.

2. Describe your emergency response continuity of operations plan. Please attach a copy of your plan, or at a minimum, summarize how your plan addresses the following aspects of pandemic preparedness:

a) Employee training (describe your organization's training plan, and how frequently your plan will be shared with employees)

b) Identified essential business functions and key employees (within your organization) necessary to carry them out

c) Contingency plans for:

i.) How your organization will handle staffing issues when a portion of key employees are incapacitated due to illness.

ii.) How employees in your organization will carry out the essential functions if contagion control measures prevent them from coming to the primary workplace.

d) How your organization will communicate with staff and suppliers when primary communications systems are overloaded or otherwise fail, including key contacts, chain of communications (including suppliers), etc.

e) How and when your emergency plan will be tested, and if the plan will be tested by a third-party.

Offeror Response