Cathay General Bancorp : 2024 Proxy Statement

To Our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Cathay General Bancorp. The annual meeting will be held on Monday, May 13, 2024, at 5:00 p.m., Pacific Time, exclusively in a virtual meeting format.

At the annual meeting, you will be asked to elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, vote on an advisory (non- binding) resolution to approve our executive compensation, and to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year, all as further described in the accompanying proxy statement. You will be able to vote and submit questions electronically and will be able to attend in person via the Internet.

Your vote is very important to us. Whether or not you expect to attend the annual meeting, we encourage you to cast your vote via the Internet, by telephone, or if preferred, by completing, signing, and returning your proxy card in the accompanying return envelope. Specific instructions for voting via the Internet or by telephone are stated on the proxy card. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares. A majority of the outstanding shares of our common stock must be represented, either in person or by proxy, for us to transact business at the annual meeting. Your cooperation is much appreciated.

Sincerely yours,

Dunson K. Cheng

Executive Chairman of the Board

Los Angeles, California

April 11, 2024

777 NORTH BROADWAY

LOS ANGELES | CALIFORNIA 90012

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 13, 2024

To The Stockholders of Cathay General Bancorp:

Notice is hereby given that the annual meeting of stockholders of Cathay General Bancorp will be held on Monday, May 13, 2024, at 5:00 p.m., Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, and until their successors have been elected and qualified;
2. To vote on an advisory (non-binding) resolution to approve our executive compensation disclosed in the accompanying proxy statement;
3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year; and
4. To transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the annual meeting.

The annual meeting will be held exclusively by means of virtual format. You will be able to vote and submit questions electronically during the annual meeting. To be admitted to the annual meeting at http://www.virtualshareholdermeeting.com/CATY2024, you must enter the control number on your proxy card.

The Board of Directors has fixed March 15, 2024, as the record date for the annual meeting. Only holders of record of our common stock at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting.

Please cast your vote via the Internet, by telephone, or by completing, signing, and returning your proxy card in the accompanying return envelope. If you mail the envelope in the United States, it does not require postage. If you attend the annual meeting remotely, you may choose to vote at the annual meeting by following the instructions available on the meeting website. If you do so, your prior voting instructions, if any, will be disregarded. It is important that you vote promptly via the Internet, by telephone, or by returning your proxy card prior to the annual meeting even if you plan to attend the meeting in person via Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 13, 2024. This proxy statement and Cathay General Bancorp's Annual Report for the year ended December 31, 2023 are also available free of charge electronically athttps://www.cathaygeneralbancorp.com/cathay-general/stockholder-information/annual-meeting-materialsand will remain available on the website through the conclusion of the annual meeting of stockholders.

By Order of the Board of Directors,

May K. Chan

Corporate Secretary

Los Angeles, California

April 11, 2024

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TABLE OF CONTENTS
PROXY STATEMENT SUMMARY	ii
INFORMATION ABOUT THE ANNUAL MEETING	1
INFORMATION ABOUT VOTING AND PROXIES	1
SECURITY OWNERSHIP INFORMATION	4
Certain Beneficial Owners	4
Directors and Executive Officers	5
Section 16(A) Beneficial Ownership Reporting Compliance	6
PROPOSAL ONE - ELECTION OF DIRECTORS	7
Nominees, Continuing Directors, and Executive Officers	8
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	14
Meetings	14
Board Leadership	14
Risk Management Oversight	14
Director Independence	15
Board Diversity	15
Board Committee Structure	18
Audit Committee	18
Compensation Committee	18
Investment Committee	19
Nomination and Governance Committee	19
Risk Committee	20
Stock Ownership of Directors	20
Compensation of Directors	20
EXECUTIVE COMPENSATION	22
Compensation Committee Interlocks and Insider Participation	32
Compensation Committee Report	32
Remuneration of Executive Officers	33
Pension Benefits	36
Employment Agreement	36
Nonqualified Deferred Compensation	37
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	38
PAY RATIO OF CEO TO MEDIAN EMPLOYEE	43
PAY VERSUS PERFORMANCE COMPARISION	44
PROPOSAL TWO - ADVISORY (NON-BINDING) VOTE TO APPROVE OUR EXECUTIVE COMPENSATION	48
PROPOSAL THREE - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48
PRINCIPAL ACCOUNTING FEES AND SERVICES	49
AUDIT COMMITTEE REPORT	50
INCORPORATION OF CERTAIN INFORMATION	51
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS	52
CODE OF ETHICS	53
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	53
COMMUNICATIONS WITH BOARD OF DIRECTORS	53
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND STOCKHOLDERS LIST	53
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS	53
STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS	54

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary is designed as an aid and does not contain all of the information that you should consider in deciding how to vote. As such, you should read this entire proxy statement carefully before voting.

Annual Meeting of Stockholders
Date and Time:	Monday, May 13, 2024,	Place:	Virtual meeting link
	5:00 p.m., Pacific Time		www.virtualshareholdermeeting.com/CATY2024
			You must enter the control number on your proxy
Record Date:	March 15, 2024		card.
Voting:	Holders of record of our common stock at	Attendance:	Stockholders as of the record date and their duly
	the close of business on the record date.		appointed proxies may attend the annual meeting
			remotely.

Proposals and Voting Recommendations

	Proposal		Board Recommendation	Page
	1.	Election of Directors		FOR EACH NOMINEE	7
	2.	Advisory (Non-Binding) Vote to Approve our Executive Compensation		FOR	48
	3.	Ratification of the Appointment of Independent Registered Public Accounting Firm		FOR	48

PROPOSAL ONE - Election of Directors

The first proposal is to elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, and their successors have been elected and qualified. The following table provides summary information about each nominee.

Name of Nominee				Principal Occupation		Director
Class	Age			Since
Jane Jelenko	I	75	Retired Financial Services Partner of KPMG LLP	2012
Ann Yee Kono	I	48	Chief Executive Officer of Leda Advisory Group		N/A
Anthony M. Tang	I	70	Vice Chairman of Cathay General Bancorp and Cathay Bank	1990
Shally Wang	I	67	Retired, Former General Manager at IBM Greater China Group	2021
Peter Wu	I	75	Vice Chairman of Cathay General Bancorp and Cathay Bank	2003
Elizabeth Woo	II	45	Lecturer of Accounting at the University of California, Los Angeles		N/A

PROPOSAL TWO - Advisory (Non-Binding) Vote to Approve our Executive Compensation

Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enables our stockholders to vote to approve, on a non-binding basis, the compensation of our Named Executive Officers, as disclosed in this proxy statement in accordance with the rules of the Securities and Exchange Commission (the "SEC"). Accordingly, the Board of Directors is submitting the following resolution for stockholder consideration:

"RESOLVED, that the compensation paid to our Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement, is hereby APPROVED."

PROPOSAL THREE - Ratification of the Appointment of Independent Registered Public Accounting Firm

We are asking our stockholders to ratify the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for our 2024 fiscal year. Although ratification is not legally required, we are submitting the appointment of KPMG to our stockholders for ratification in the interest of good corporate governance. In the event that this appointment is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 13, 2024

The Board of Directors of Cathay General Bancorp (the "Board") is furnishing this proxy statement to the holders of record of our common stock to solicit proxies for use at our 2024 annual meeting of stockholders and any adjournments or postponements of the annual meeting. In this proxy statement, "Bancorp," the "Company," "we," "us," and "our" refer to Cathay General Bancorp, a Delaware corporation. This proxy statement and the enclosed proxy card were first mailed to stockholders on or about April 11, 2024.

INFORMATION ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting? At the annual meeting, our stockholders will be asked to:

1. Elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, and their successors have been elected and qualified;
2. Vote on an advisory (non-binding) resolution to approve our executive compensation disclosed in this proxy statement;
3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year; and

4. Transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the annual meeting.

When and where will the annual meeting be held? The annual meeting will be held on May 13, 2024, at 5:00 p.m., Pacific Time exclusively in a virtual format at www.virtualshareholdermeeting.com/CATY2024.

Who can attend the annual meeting via Internet? All stockholders at the close of business on the record date and their duly appointed proxies may attend the annual meeting in person via Internet. To be admitted to the annual meeting via the Internet, you must enter the control number on your proxy card.

INFORMATION ABOUT VOTING AND PROXIES

Who is entitled to vote at the annual meeting? The Board has fixed March 15, 2024, as the record date for the annual meeting. Only holders of record of our common stock at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting. On the record date, 72,688,191 shares of our common stock were outstanding.

How many shares must be present to transact business at the annual meeting? A quorum is required for our stockholders to transact business at the annual meeting. The presence in person or by proxy of the holders of a majority of the outstanding shares of our common stock constitutes a quorum. Shares that

are voted "FOR," "AGAINST" or "ABSTAIN" and broker non- votes will be counted towards determining whether or not a quorum is present. If the shares represented at the annual meeting are not sufficient to constitute a quorum, we may adjourn or postpone the annual meeting to permit the further solicitation of proxies.

How many votes am I entitled to? Each stockholder of record is entitled to one vote for each share of our common stock registered in the stockholder's name. Shares may not be voted cumulatively for the election of directors or otherwise.

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What is the difference between a "stockholder of record" and a "beneficial owner?" These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent, then you are a "stockholder of record" of those shares. As a stockholder of record, you have the right to vote by proxy via the Internet, by telephone, by mail, or in person via the Internet at the annual meeting.

If your shares are held in an account by a broker, bank, trust company, or other similar organization, then you are a "beneficial owner" of those shares and the organization holding your shares is considered the "stockholder of record" for purposes of voting at the annual meeting. If you are a beneficial owner, you have the right to direct the organization holding your shares on how to vote the shares held in your account.

How do I vote my shares? If you are a stockholder of record, there are four ways to vote:

• By Internet Before the Annual Meeting Date. You may vote by proxy via the Internet before the annual meeting date by following the instructions provided in the proxy card.
• By Telephone. You may vote by proxy by calling the toll- free number on the proxy card.
• By Mail. You may vote by proxy by filling out the proxy card and returning it in the enclosed postage-prepaid envelope.
• By Internet at the Annual Meeting. You may attend the annual meeting in person via the Internet on May 13, 2024, at 5:00 p.m. Pacific Time, by logging into the virtual meeting at www.virtualshareholdermeeting.com/CATY2024. To vote at the meeting, you must enter your control number at login.

If you vote via the Internet, by telephone, or complete and mail the proxy card, and we receive it on or before the voting date, your shares will be voted as you direct. Even if you plan to attend the annual meeting in person via the Internet, we encourage you to cast your vote before the annual meeting via the Internet, by telephone, or if you prefer, by completing, signing, dating, and returning the proxy card.

If you are a beneficial owner and your shares are held in a brokerage account or by a bank or other nominee, your ability to vote by telephone or the Internet depends on your broker's voting process. Please follow the directions provided to you by your broker, bank or nominee.

What are broker non-votes? The term "broker non-votes" generally refers to shares that are held by a broker or other nominee in its name for the benefit of its clients but that cannot be voted because the broker or nominee is precluded from voting on "non-routine matters" and has not received voting instructions from the beneficial owner on those matters.

If you hold your shares in a brokerage account and do not give voting instructions to your broker on proposals that are considered "non-routine," your broker cannot vote them for you and your shares will be treated as broker non-votes. At the annual meeting, Proposal One (Election of Directors) and Proposal Two (Advisory (Non-Binding) Vote to Approve Our Executive Compensation) involve matters that we believe will be considered "non-routine," while Proposal Three (Ratification of the Appointment of Independent Registered Public Accounting Firm) involves matters that we believe will be considered "routine."

Therefore, it is important that you provide voting instructions for all proposals.

What if I don't vote for some of the items listed in this proxy statement? If you are a stockholder of record and return your signed proxy card, or vote via the Internet or by telephone, the proxy holders will vote your shares, with respect to the items without specific voting instructions, according to the recommendations of the Board. The Board has designated Heng W. Chen and May K. Chan, and each of them individually, with power of substitution, as proxy holders.

May I change my vote? Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by filing a written notice of revocation with our Corporate Secretary, by delivering to our Corporate Secretary a later signed and dated proxy card, or by a later dated vote via the Internet or by telephone. The deadline to vote via the Internet or by telephone is 11:59 p.m., Eastern Time, on May 12, 2024. You may also revoke your proxy if you attend the annual meeting in person via the Internet and vote online during the annual meeting by following the website instructions. Unless you decide to attend the annual meeting in person via the Internet and vote online at the annual meeting, we recommend that you change or revoke your prior instructions in the same manner as you originally gave them and provide enough time for the new voting instructions to reach us before the annual meeting begins. Once the annual meeting begins, you may only change or revoke your proxy by voting online at the annual meeting.

How are the shares held by the Cathay Bank Employee Stock Ownership Plan Trust (the "ESOPT") voted? Each participant of the ESOPT has the power to direct the vote of the shares allocated to his or her account by providing voting instructions. Charles Schwab Bank, as Trustee of the ESOPT, will vote the shares allocated to a participant's account as directed by the participant. If no direction is received by 11:59 p.m., Eastern Time, on May 8, 2024, with respect to any shares held by the ESOPT, the Trustee will vote such shares in the same manner as the shares voted by the Trustee on any matter as to which it has received timely directions.

How does the Board recommend that I vote? The Board unanimously recommends that you vote your shares as follows:

• FOR EACH NOMINEEfive as Class I directors and one as Class II director as specified under Proposal One.
• FORthe advisory (non-binding) resolution to approve our executive compensation as specified under Proposal Two.
• FORratification of the appointment of KPMG LLP as our independent registered public accounting firm as specified under Proposal Three.

None of our directors has informed us in writing that they intend to oppose any action intended to be taken by us at the annual meeting.

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What is the vote required to elect directors and approve the other proposals?

Proposal One (Election of Directors)

The nominees receiving a majority of votes cast at the annual meeting will be elected as directors. A majority of votes cast means the number of votes cast "for" the director's election exceeds the number of votes cast "against" that director's election. Abstentions and broker non-votes will not be counted as votes cast for this purpose, and will have no effect on the election of a director. If an incumbent director nominee fails to receive the requisite vote in an uncontested election, that director must offer to resign. Our Nomination and Governance Committee and the Board will then act on the tendered offer to resign in the best interest of Bancorp.

Proposal Two (Advisory (Non-Binding) Vote to Approve our Executive Compensation)

The affirmative vote of a majority of our shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve Proposal Two.

Abstentions will be treated as present and entitled to vote and therefore will have the same effect as a vote against this proposal. Broker non-votes will not affect the outcome of the advisory vote. Although the vote is non-binding, the Board and our Compensation Committee will review the voting results in connection with their ongoing evaluation of the Company's compensation program.

Proposal Three (Ratification of the Appointment of Independent Registered Public Accounting Firm)

The affirmative vote of a majority of our shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve Proposal Three.

Abstentions will be treated as present and entitled to vote and therefore will have the same effect as a vote against this proposal. Brokers will have discretion to vote on this proposal. In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified, the Audit Committee may in its discretion select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Who will serve as inspector of elections? The inspector of elections for the annual meeting will be American Elections Services, LLC. Under Delaware law, the inspector of elections will rule on the proxies and ballots submitted and may consider evidence deemed to be reliable to reconcile proxies and ballots submitted by or on behalf of banks, brokers, their nominees, or similar persons that represent more votes than the holder of a proxy is authorized by the stockholder of record to cast, or more votes than the stockholder holds of record.

What happens if additional matters are presented at the annual meeting or a nominee is unable to serve as a director? As of the date of this proxy statement, the Board knows of no matters to be brought before the annual meeting other than the proposals specifically listed in the notice of annual meeting of stockholders. Nevertheless, if further business is properly presented, the proxy holders named in the enclosed proxy card will vote the shares in their discretion in accordance with their best judgment.

If any nominee for director named in this proxy statement becomes unavailable for any reason, or if any vacancy on the Board occurs before the election, the shares represented by any proxy voting for that nominee will be voted for the person who may be designated by the Board to replace the nominee or to fill that vacancy on the Board. However, as of the date of this proxy statement, the Board does not believe that any nominee will be unavailable or that any vacancy will occur.

How will proxies be solicited and who will pay for the solicitation? We will pay the cost of this solicitation of proxies. In addition to the use of the mail, officers, directors, and employees of Bancorp and its subsidiaries may solicit proxies personally or by telephone, facsimile, or electronic means. These individuals will not be specially compensated for these solicitation activities. Arrangements will also be made with brokerage firms and certain other custodians, nominees, and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by these persons, and we will reimburse them for their reasonable expenses incurred in forwarding these materials, which we anticipate to be de minimis in nature.

What happens if the annual meeting is adjourned or postponed? Your proxy will remain valid and the shares may be voted at any adjourned annual meeting when resumed or at any postponed annual meeting. You will still be able to change your vote or revoke your proxy until the voting occurs.

Do I have rights or appraisal or similar rights of dissenters with respect to any matter to be acted upon at the annual meeting? None of the proposals to be acted upon at the annual meeting and discussed in this proxy statement carry rights of appraisal or similar rights of dissenters.

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SECURITY OWNERSHIP INFORMATION

Certain Beneficial Owners

Based on the contents of reports filed with SEC pursuant to Sections 13(d) and 13(g) of the Exchange Act, we believe the entities listed below are the only beneficial owners of more than five percent of our common stock as of March 15, 2024.

	Amount and Nature of	Percentage of Common
	Beneficial Ownership of		Stock Beneficially
Name and Address of Beneficial Owner		Common Stock			Owned 1/
BlackRock, Inc	10,656,594	2/		14.66%
50 Hudson Yards, New York, NY 10001
The Vanguard Group, Inc	8,254,816	3/		11.36%
100 Vanguard Blvd., Malvern, PA 19355
Dimensional Fund Advisors LP	3,850,589	4/		5.30%
6300 Bee Cave Road, Building One, Austin, TX 78746
State Street Corp	3,687,347	5/		5.07%
State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114

1/

2/

3/

4/

5/

The ownership percentage is determined by dividing the number of shares shown in this table by the 72,688,191 shares of Bancorp common stock outstanding as of March 15, 2024.

All information regarding BlackRock, Inc. is based on an amendment to Schedule 13G filed with the SEC on January 22, 2024. BlackRock, Inc., a parent holding company, reported that through its subsidiaries, BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Fund Managers Ltd, it had sole dispositive power over all the shares indicated and sole voting power over 10,484,125 shares.

All information regarding The Vanguard Group, Inc. is based on an amendment to Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group, Inc. has the sole dispositive power over 8,118,155 of the shares, shared dispositive power over 136,661 shares, and shared power to vote 62,136 shares.

All information regarding Dimensional Fund Advisors LP is based on the Schedule 13G filed with the SEC on February 9, 2024. Dimensional Fund Advisors LP has the sole dispositive power over all the shares indicated and sole power to vote 3,766,050. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.

All information regarding State Street Corp is based on the Schedule 13G filed with the SEC on January 24, 2024. State Street Corp, a parent holding company, report that through its subsidiaries SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, and State Street Global Advisors, Australia, Limited, it has sole dispositive power over all the shares indicated and sole voting power over 460,188 shares.

As of March 15, 2024, the ESOPT held 671,761 shares of our common stock. All the shares of our common stock held by the ESOPT have been allocated among the participants of the Cathay Bank Employee Stock Ownership Plan. Charles Schwab Bank, as Trustee of the ESOPT, will vote the shares allocated to a participant's account as directed by the participant and, if no direction is received, in the same manner of the stock voted by the Trustee on any matter as to which it has received timely directions. If no direction is received by 11:59 p.m., Eastern Time, on May 8, 2024, with respect to any shares held by the ESOPT, the Trustee will vote such shares in the same manner as the shares voted by the Trustee on any matter as to which it has received timely directions.

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