`Ms. Smith, Could You Send Fido In Here?'

Here's how a corporate secretary might define a bad day at the office: A shareholder proposal arrives early in the year. It gets filed away, and when it's time to write up the proxy . . . Whoops! Where'd it go?

In what sounds like a variation on the old "the dog ate my homework" excuse, GTE executives say they lost a shareholder's proposal. The motion, which was supposed to be presented at GTE's annual meeting on May 15, aimed to throw out the company's poison pill.

A request to shareholders that all proposals be resubmitted failed to produce the document. And since executives couldn't recall the motion's details, they drew up a "typical" antipoison-pill proposal of their own. Then they proceeded to critique it. In a final blow for corporate democracy, management advised shareholders to vote down the proposal, as indeed they did. You might say the dog was just voting with management.

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