Scandal-ridden Comverse (you might recall the former CEO is on the lam in Africa) adopted a shareholder access bylaw last week in an attempt to defuse shareholder anger. See Article IV, Section 3(b) of Comverse’s restated bylaws.
Below is an excerpt from ISS’ “Corporate Governance” Blog: In a ground-breaking development, Comverse Technology has adopted a proxy access bylaw, a move that may encourage other companies to consider creating mechanisms to allow investors to nominate directors to appear on corporate ballots.
Comverse is the first company to adopt a proxy access provision since a federal appeals court ruled last September that the Securities and Exchange Commission improperly allowed American International Group to omit an access proposal filed by the American Federation of State, County, and Municipal Employees (AFSCME) in 2005. Since that ruling, investor advocates have filed two access proposals and urged the SEC to allow shareholders to pursue the issue at individual companies.
“The action at Comverse is a clear breakthrough as the first company that has amended their bylaws to establish a process for shareholders to nominate directors on the company proxy card,” Richard Ferlauto, director of pension benefit policy at AFSCME, told Governance Weekly.
Also this week, the SEC scheduled three roundtables on the proxy voting process for May 7, May 24, and May 25. Chairman Christopher Cox has said that the SEC will complete work on an access rule before the start of the 2008 proxy season.
Comverse announced the proxy access bylaw this week as part of a series of governance changes as the New York-based company tries to recover from a stock-option grant scandal that led to criminal charges against three former executives. The voice-mail technology firm also is facing a proxy challenge from Oliver Press Partners, which is seeking to call a special meeting and to elect two board nominees.
The new Comverse bylaw is more restrictive than the access provisions that have been proposed by AFSCME and state pension funds this season. Under Comverse’s bylaw, an investor that owns a 5 percent stake for at least two years may nominate one director to appear on the company’s proxy statement. (These ownership and time requirements are consistent with a 2003 draft SEC rule that the agency later abandoned amid corporate opposition.) The Comverse bylaw also would bar an investor from making nominations for four years if its nominee fails to receive at least 25 percent support.
By contrast, a bylaw proposed by AFSCME and three state pension funds at Hewlett-Packard called for allowing two nominations by investors who collectively own a 3 percent stake for at least two years. That binding proposal received 43 percent support in March, despite the opposition of HP management. The California Public Employees’ Retirement System has filed a similar, but non-binding, proposal that will appear on the ballot at UnitedHealth Group on May 29.
It remains to be seen whether other companies will follow Comverse’s example. Last year, investors hailed Intel’s decision to adopt a majority voting bylaw, which since has been copied by dozens of major firms. Likewise, proponents of annual advisory votes on executive pay express hope that other firms will follow the lead of Aflac, which plans to hold such a vote in 2009.
Ferlauto said Comverse’s new bylaw and the vote at HP “indicate that proxy access will be part of the corporate governance landscape going forward and puts increased pressure on the SEC to set some standards for an approach for shareholder nominations.”
Comverse is believed to be the first U.S. company to adopt a proxy access bylaw. In 2003, California-based Apria Healthcare adopted a policy to allow shareholders to submit names for inclusion on its ballot, but the company’s board can reject those candidates, according to Bloomberg News. While other firms, such as HP, allow shareholders to suggest nominees, investors have no recourse if management ignores those suggestions but to wage a costly proxy solicitation.
Shareholder Voting: Economic Perspectives – and the Power of Proxy Advisors
Last week, SEC Chief Economist Chester Spatt delivered this speech on shareholder voting and corporate governance. Here is a noteworthy excerpt:
“Some of my SEC economist colleagues and I are pursuing an academic style study of the role of proxy advisors in proxy “contests.” We focus upon contests as compared to more routine proxy votes because there is relatively more uncertainly about the outcome and therefore, relatively greater potential impact and effects associated with the recommendations.
In our sample of contests with publicly-announced advisory vote recommendations, we find evidence that recommendations lead to price responses and in particular that the market tends to assess recommendations for the dissident as relatively positive news. That there appears to be a substantial valuation impact in the marketplace at the announcement of a contest recommendation also suggests that the recommendations reflect more than just previously public information or conflicts.
In addition, our empirical evidence shows that the recommendations are good predictors of contest outcomes; for example, a recommendation that supports the dissident is a good predictor that the dissident will prevail. The findings are associated with both “influence” and “prediction” hypotheses on the role of the advisor-that the recommendation either influences or helps investors to predict the outcome, or both.”
On a somewhat related note, as reflected in this press release, global regulators are working in tandem more than ever before. One of my first speaking gigs, well over a decade ago when I was at the SEC, was at an IOSCO function. I found it’s pretty hard to get a message across when the audience comes from such a wide variety of backgrounds (different legal frameworks – and don’t forget that there are language barriers to boot) – so that these global regulatory meetings tend to stay at a pretty high level.
On Tuesday, the SEC announced the “next steps” it will take along its path towards the “IFRS Roadmap.” The next steps include a concept release that will pose questions about whether US based companies should be permitted a choice between filing in IFRS or US GAAP – as well as a rule proposal to give non-US companies that choice. Both are expected this summer – with comments due in the fall – as the SEC towards its goal to eliminate reconcilation by 2009.
In addition, the SEC recently announced a protocol for implementing the Work Plan between the SEC and the Committee of European Securities Regulators to share information on application of IFRS by issuers listed in the UK and the US. Things here are moving along towards some an end game that is a huge development…
US Senate: Attempt to Railroad Section 404 Reform Fails
On Wednesday, the US Senate voted, 62-35, to table an amendment of the COMPETE Act offered by Sens. DeMint (R-SC) and Martinez (R-FL) that would have impacted Section 404 of Sarbanes-Oxley. The Compete Act – S. 761 – is a bill addressing math and science education and US competitiveness in that area. The DeMint amendment would have made Section 404 compliance optional for companies with: market cap of less than $700 million, or revenue of less than $125 million, or fewer than 1500 shareholders. If this threshold ever became law, it would exempt 70% of the public companies out there from internal controls reporting.
As a counter to the DeMint amendment, Sens. Dodd (D-CT), Shelby (R-AL)
and Reed (D-RI) offered a “Sense of the Senate,” which is a symbolic Senate statement expressing support for efforts already under way by the SEC and PCAOB to fine-tune Section 404. This symbolic statement received a vote of 97-0 in support.
SEC Commissioner Atkins Rants on Excessive Regulation
Earlier this week, SEC Commissioner Paul Atkins delivered this speech entitled “Is Excessive Regulation and Litigation Eroding U.S. Financial Competitiveness?” Not atypical for those that have closely followed Commissioner Atkins over the years.
Here is an excerpt from Jack Ciesielski’s “AAO Weblog” pertaining to the Commissioner’s attack on the Staff’s interpretive process:
“Commissioner Atkins argues that Staff Accounting Bulletins (SABs) are subject to review under the Administrative Procedure Act – something that would dramatically impede the SEC’s ability to widely disseminate their positions on application of accounting problems they’ve observed in practice. SABs are the result of observations by SEC reviewers and the Office of the Chief Accountant; sometimes they deal with new standards (see SAB 107); sometimes they deal with problems observed in practice over many years (see SAB 108). They are always the result of observed reporting issues, and they are issued in order to keep all registrants on the same page, accounting-wise. They’re not loved by companies, because they can force them to change things. Putting them into an Administrative Procedure Act would slow down their issuance even further. Atkins’ take:
‘I have no opposition to our staff’s attempting to explain or apply an SEC rule or accounting standard to a current situation. Staff guidance can provide very helpful advice to all participants in the capital markets. Such guidance can be issued faster and is particularly appropriate to situations with a unique set of facts and circumstances.
But sometimes staff pronouncements can fundamentally change existing market practices. For example, Staff Accounting Bulletin No. 101 (SAB 101) addressed in depth various aspects of revenue recognition. The final guidance required registrants to reflect the adoption of SAB 101 as a change in accounting principle, similar to the adoption of a new FASB standard. With all of the attributes of rulemaking from the perspective of affecting the marketplace, it is difficult to argue that such pronouncements are not rules and should not be subject to the requirements of the Administrative Procedure Act.’
SAB 101 was nothing new: it was a compendium of revenue recognition issues pulled from existing accounting literature, and a description of the SEC’s take on various misapplications of them. Not all companies had to “change accounting principles” to comply with it, and those that did, probably weren’t employing the proper principles in the first place. Sounds like another front is being opened in the battle to tamp down fair reporting to shareholders.”
[Get your Friday “Moment of Zen” by watching a hunk of cheese age, another piece of Web genius: the cheddar cheese webcam.]
Much thanks to Marc Trevino and Joseph Hearn of Sullivan & Cromwell for this interesting survey of compensation disclosure trends by the Fortune 50 (it’s really a survey of 30 companies from the Fortune 50; those are the companies that had filed as of the survey date). We have posted this survey on CompensationStandards.com under our “The SEC’s New Rules” Practice Area. I plan to blog about various statistics from this survey in the near future.
Results of Quick Survey: CD&As
Well over 400 of you responded to our recent survey on the CD&As drafting process. Below is a summary of the results:
1. At my company, the first draft of the CD&A was drafted by:
– In-house lawyer – 37.9%
– In-house corporate secretary – 7.4%
– Human resources staffer – 28.2%
– Outside compensation consultant – 8.1%
– Lawyer in outside law firm – 12.7%
– Other – 5.8%
2. At my company, the following people spent the indicated number of hours drafting and/or reviewing the CD&A (note – this survey is just the CD&A, not the remainder of the compensation disclosures and tables; if more than one person in a category spent time on the CD&A, combine their time):
Yesterday, the SEC announced it will hold three roundtables in May (scheduled for May 7, May 24 and May 25), which will consist of panels addressing:
– The federal role in upholding shareholders’ state law rights
– The purpose and effect of the federal proxy rules
– Non-binding and binding proposals under the proxy rules
No word yet on who will serve as the participants in the roundtables…
Huge Settlement Personally Paid by Outside Directors
As noted in this article from Monday’s WSJ, five former outside directors of a bankrupt company – Just for Feet – paid out a combined $41.5 million of their own money to settle allegations that they breached their fiduciary duties to shareholders, easily surpassing the out-of-pocket settlements paid by former outside directors of Enron and WorldCom. This lawsuit was filed in an Alabama court, where filings show that only $100k of liability insurance remained available to the directors, as most of it had already been exhausted by the company’s officers in settling a shareholders’ lawsuit.
NY Times Directors Register 42% Withheld Vote
Yesterday, as noted in this Forbes article, four NY Times directors received a 42% withheld vote, up from a 30% withheld vote last year. The Times is family-controlled, with the remaining nine directors receiving 100% of the vote from holders of the Times’ Class B shares, which are controlled by the Ochs-Sulzberger family.
I bother to blog on this development for two reasons: first, because it is further evidence that voting is “real” these days, even for companies that maintain their plurality structure – and second, family-controlled businesses should be aware that they are not left untouched by the changed governance environment.
SEC: Nasdaq Capital Market Securities as “Covered Securities”
Last week, the SEC finally adopted an amendment to a rule under Section 18 of the ’33 Act to designate securities listed on the Nasdaq Capital Market as “covered securities” for purposes of Section 18, so that they will be exempt from state “blue sky” law registration requirements. The amendments are effective 30 days after publication in the Federal Register.
At the same time, the SEC also cleaned up an issue, as requested by the states and ABA, concerning the availability of the exemption for all markets listed in the SEC’s rule.
On Friday, this Washington Post article outlined the AFL-CIO’s campaign against six directors of Verizon (all on the company’s compensation committee) to vote “no” due to the CEO’s pay package. This vote on May 3rd should be interesting because Verizon is one of the companies that switched to a pure majority vote standard recently (and Verizon also has a “say on pay” proposal on the ballot). However, ISS has recommended a vote for all the director nominees – so it’s unlikely that this campaign will “win” the day and result in a “failed” election (ie. more votes “against” a director than “for”).
When it comes to determing who “won” in these battles with investors, it depends on one’s definition of “winning.” From the perspective of investors, this “limit CEO pay” movement is just getting off the ground – when you realize the tactic of directly confronting directors by challenging their board seats is truly in its infancy. I would consider support for a campaign of this sort in the 20% range to be a win for the AFL-CIO.
According to the Post article, a few weeks ago, “shareholders of Toll Brothers registered their dissatisfaction by withholding votes for the director who chairs its compensation committee. The luxury-home builder has yet to release vote tallies, but the Laborers’ International Union of North America, which led the protest, said a quarter of shareholders withheld support.” To me, that’s a win and you can bet the Toll Brothers board is nervous as that level of “against” votes should rattle the average director. And remember that the support for these types of investor campaigns typically builds each year.
E-mails to Employees Explaining a CEO’s Pay Package: A Proxy Solicitation?
For us securities law junkies, an interesting sidenote is that the AFL-CIO has sent this letter to the SEC’s Division of Enforcement to complain about an e-mail that the Verizon’s CEO sent to employees last week about the AFL-CIO campaign. The AFL-CIO contends that the e-mail should have been filed with the SEC as additional soliciting material (as most employees are also shareholders). The Post article notes that a Verizon spokesperson said that the e-mail was not a solicitation for votes.
You be the judge; it’s a tough call as “proxy solicitation” has a broad definition, yet the e-mail doesn’t specifically mention a solicitation, the targeted directors or the shareholders’ meeting. In our “Investor Demands for Reasonable Pay” Practice Area on CompensationStandards.com, we have posted copies of the AFL-CIO’s letter to the SEC as well as a copy of the email from Verizon’s CEO to employees. Take a gander and e-mail your analysis to me (which I shall keep confidential if you wish).
We’re Number #3!
Congrats to the SEC for landing the #3 spot in a “Top Places to Work in the Federal Government” survey for large federal agencies for the 2nd year in a row (albeit its score dropped from last year). This ranking is conducted by the Partnership for Public Service and the Institute for the Study of Public Policy Implementation, based on a Office of Personnel Management’s Federal Human Capital Survey.
What’s surprising to me is not that the SEC fared so well – it’s that the #1 ranked Nuclear Regulatory Commission is deemed to be a large agency. I’m a long-time DC resident and have never met a soul who worked there – but apparently it has 3500 employees, according to this report. Thus, the NRC is roughly the same size as the SEC. So what do I know about anything…
On Friday, the US House of Representatives passed H.R. 1257 – the “Shareholder Vote on Executive Compensation Act” – by a vote of 269-134. Since the Democrats only hold a 31-seat majority in the House, the vote indicates that the bill attracted some Republican support.
Though the bill passed by a fairly wide margin in the House, the legislation’s prospects of becoming law are uncertain. Senator Barack Obama (D-IL.) has stated that he intends to introduce an identical bill within the next few weeks, where Democrats hold a 51-49 majority- but the bill could have a tough time in committee. The Bush Administration has indicated that it opposes the House bill, as noted below.
While the White House released a short statement on April 17 expressing opposition to the bill, President George W. Bush has stopped short of saying he will veto the measure if it reaches his desk. The Bush administration said it “does not believe that Congress should mandate the process by which executive compensation is approved.” The White House said recent governance improvements, such as the Securities and Exchange Commission’s new pay disclosure rules, “should be given time to take effect” before additional requirements are imposed.
In response, Frank and other bill supporters emphasize that bill “will not set any limits on pay.” According to Frank’s committee staff, the legislation will ensure that shareholders have an advisory vote on executive pay practices “without micromanaging the company.”
Meanwhile, investors continue to show interest in annual advisory votes on executive pay. On April 17, shareholder proposals at Citigroup and Wachovia won about 43 percent and 40 percent support, respectively, according to the proponent, the American Federation of State, County, and Municipal Employees. The following day, a proposal filed by the Benedictine Sisters received 30.4 percent at Coca-Cola Co., the company reported. So far this season, pay vote resolutions have averaged about 39.7 percent support at six meetings.
Investors at nine companies will vote on the issue next week. Those meetings include Wells Fargo and Merck on April 24; Wyeth, Lockheed Martin, Capital One, and Valero Energy on April 26; and Abbott Laboratories, AT&T, and Merrill Lynch on April 27.
A Few Notes about Possible Timing of SEC Actions
On Friday, the WSJ ran this article – entitled “The SEC’s Mr. Consensus” – in which SEC Chairman Cox indicated that these four regulatory initiatives will be addressed this year, even if a consensus among the five Commissioners is not reached: shareholder access, mutual fund governance, option backdating penalities and modifying Section 404 of Sarbanes-Oxley. The article notes “Mr. Cox plans to leave the agency after the next presidential election.”
According to FEI’s “Financial Reporting Blog, after his internal controls testimony last Wednesday, Chairman Cox told reporters that: “The SEC staff is aiming to make a final recommendation on the management guidance proposal by May 23.”
Private Equity M&A Nuggets
Tune in tomorrow for a DealLawyers.com webcast – “Private Equity M&A Nuggets” – to hear a lightening round of nuggets from Jill Goodman of Lazard, Julie Jones of Ropes & Gray, Glenn West of Weil Gotshal and Geoff Levin of Kirkland & Ellis.
No registration is necessary – and there is no cost – for DealLawyers.com members. Take advantage of our no-risk trial for this timely webcast.
– What are the latest interpretations regarding director independence issues? Regarding shareholder approval of equity plans?
– What is the impact of the merger with Euronext?
– What rulemakings has the NYSE proposed and adopted recently? What is on the NYSE’s rulemaking agenda for this year?
– What should companies consider when they have a material development from a NYSE listing standard perspective?
– How does one go about getting an interpretive question answered by the NYSE Staff?
Heating Up: NYSE and Nasdaq’s Battle for Listed Companies
Did you catch the WSJ article from a while back about the NYSE and Nasdaq facing off for listed companies? This competiton has existed for as long as I can remember – as would be expected since they do compete for listings – but it’s still interesting to note how going public might cause the exchanges to redouble their efforts.
In this vein, the NYSE recently changed its rules to eliminate the initial listing fee if a company transfers its listing from another national securities exchange. The fee waiver is not available if the company still maintains its listing on the other exchange. At the same time, the Nasdaq has modified its annual and listing fees.
From a member with spring fever perhaps: “Since your blog sometimes ventures into popular culture (many thanks last year for the “Talk Like a Pirate Day” reminder), I bring to your attention something I had never heard of until yesterday through my son’s high school principal: April 20th is a day when students are likely to skip school and get high. The 4:20 pm time of day referenced in this Wikipedia entry has morphed into 4/20 the day.” It won’t be long before every day is a holiday of some sort or another…
A few weeks ago, CFO.com ran this article about how the SEC held up approval of FASB’s budget for four-plus months until the accounting standards-setter agreed to give the SEC more say over the appointment of FASB members. Jack Ciesielski fleshes this story out more in his “AAO Weblog.”
Here is a blurb from a member: “Under Section 109 of Sarbanes-Oxley, for the first time, the SEC arguably has the authority to set the pay of FASB Board members. I say “arguably” because some believe that Section 109 doesn’t specifically provide the SEC with the authority to approve the budget of the “standard setting body” (ie. the FASB) for two reasons: (1) SOX recognized the existence and role of the Financial Accounting Foundation in approving the budget of the FASB; and (2) SOX was intended to maintain the then-current level of independence of the FASB from the Commission. If, as a number of recent articles have suggested, the SEC refused a 2007 pay raise for FASB Board members that had been previously approved by the FAF (which is FASB’s parent unit), the SEC’s actions could be seen as inconsistent with the language and intent of Section 109.”
I have no unique insight into what really is happening here, but bear in mind that all of the FASB board members, with perhaps the exception of academics, can make much more money in the private sector than at the FASB…so any shenanigans would likely scare off the most qualified candidates to sit on the FASB Board.
Whole Lotta Internal Controls
Yesterday, there were three new internal controls developments:
SEC Deputy Chief Accountant Warns of FAS 159 Fair Value Arbitrage
In FEI’s “Financial Reporting” Blog, Edith Orenstein does a great job analyzing this recent speech by SEC Deputy Chief Accountant James Kroeker about principles-based accounting. Jack Ciesielski also analyzes the speech in his “AAO Weblog.” More on this topic soon…
This recent Jim Drury study (posted in our “Board Composition” Practice Area) found that there has been a 53% decline in outside board service by Fortune 500 CEOs over the last 16 years – and that these CEOs have reduced the average number of outside boards they sit on from 2.2 boards to 1.4 boards, representing a decline of 36%. True that the study’s time period is a bit long in the tooth, but it reflects a clear recent trend of CEOs cutting back on outside board service. “Overboarding” is not nearly the hot governance issue it was just two years ago.
The study’s results were analyzed in a Chicago Tribune article last month. Although fewer CEOs on boards can justifiably be viewed as a “brain drain” as CEOs often are among the best at formulating strategy (and best at understanding and evaluating a CEO’s job performance), I also think the views expressed by Nell Minow in the article hold some water. Nell believes that these statistics are good news because CEOs often are too busy to provide the oversight and guidance needed (and can be overly deferential to a fellow CEO, particularly when it comes to executive compensation).
I doubt this trend will ever reverse itself in the wake of recent “governance enlightenment.” I simply can’t envision any CEO having sufficent time available to serve on more than one outside board and meet their director obligations adequately, given the hundreds of hours necessary each year to attend and prepare for board meetings, committee meetings, etc.
The Inconvenient Location for an Annual Shareholders’ Meeting
As most proxy season observers know, one of the oldest tricks in the book for defusing angry shareholders is to hold the annual stockholders’ meeting in some far-flung location, as noted in this recent WSJ article. I’ve blogged about this topic once in a blue moon (or left comments on other blogs).
With the growing importance of annual shareholder meetings – due to the majority vote movement and the potential elimination of broker non-votes in director elections – I believe it’s simply too risky from an investor relation’s perspective for any company to hold their meeting at an inconvenient location. It’s only a matter of time before some bright journalist starts an annual “Top Ten Inconvenient Locations” list. Trust me, no one wants to experience the heat that Home Depot did for its various annual meeting snafus last year…
By the way, even though it’s a few years old, this webcast transcript regarding “Conduct of the Annual Meeting” is still a gem, loaded with practical guidance.
TIAA-CREF’s Policy Changes
One of the first institutional investors to draft model governance guidelines, TIAA-CREF, recently released the 5th edition of its closely followed “Policy Statement on Corporate Governance.” This policy statement provides TIAA-CREF’s governance philosophy and strategic priorities, as well as calls for majority voting for directors, expanding the definition for director independence beyond those mandated by the exchange standards, shareholder access and enhanced executive compensation disclosure.
I recently caught up with John Wilcox, Senior Vice President and Head of Corporate Governance of TIAA-CREF, to learn more about the policy changes in this podcast, during which John covers:
– Why did TIAA-CREF revise its governance policies at this time?
– What changes were made in the executive compensation area?
– Where does TIAA-CREF come out on the majority vote and shareholder access issues?
– Where any other significant changes made?
Yesterday’s WSJ included an article that states that the SEC is exploring a new policy that could permit companies to resolve complaints by aggrieved shareholders through arbitration, limiting shareholders’ ability to sue in court. FEI’s “Financial Reporting” Blog goes into more detail about this interesting proposition.
North Dakota Races to the Top for Shareholders
From Jim McRitchie’s CorpGov.net: North Dakota Governor John Hoevenhe signed into law the most shareholder friendly incorporation provisions in the United States. Among the most significant provisions of the new law are the following:
– Majority voting in election of directors – In an uncontested election of directors, shareholders have the right to vote “yes” or “no” on each candidate, and only those candidates receiving a majority of “yes” votes are elected.
– One year terms for directors
– Advisory shareholder votes on compensation reports – The compensation committee of the board of directors must report to the shareholders at each annual meeting of shareholders and the shareholders have an advisory vote on whether they accept the report of the committee.
– Proxy access – The corporation must include in its proxy statement nominees proposed by 5% shareholders who have held their shares for at least two years.
– Reimbursement for successful proxy contests – The corporation must reimburse shareholders who conduct a proxy contest to the extent the shareholders are successful. Thus, if a shareholder conducts a proxy contest to place three directors on a corporation’s board and two of the candidates are elected, the shareholder will be entitled to reimbursement of two-thirds of the cost of the proxy contest.
– Separation of roles of Chair and CEO – The board of directors must have a chair who is not an executive officer of the corporation.
– A “special meeting” shall be held if demanded by shareholders owning 10% or more of the voting power.
Chapter 10-35 of the North Dakota Century Code gives companies a choice, after July 1, 2007, to be subject to the new law by including a provision to that effect in their articles of incorporation. North Dakota only has two publicly traded companies chartered in the state, Dakota Growers Pasta, and Integrity Mutual Funds of Minot. (“Most support corporate governance option,” in-forum.com, 3/5/07).
The 2007 Romeo & Dye Section 16 Deskbook
A few weeks ago, the 2007 Romeo & Dye Section 16 Deskbook was mailed. This critical resource is essential for anyone working with Section 16 – try a no-risk trial to the Romeo & Dye Section 16 Annual Service to receive a copy of the Deskbook immediately.