With pretty much everyone -- including most CEOs -- agreeing that executive compensation is out of control and corporate governance in America is pretty much a joke, you'd hope that shareholders would take one opportunity they have each year -- proxy season -- to let their voices be heard.

Sadly, the New York Times DealBook reports that individual investor participation in proxy voting has plunged: "Of 92 firms that have held their annual meetings this season, the average participation among "retail" shareholders - individuals, as opposed to institutions - dropped more than 75 percent from the previous year, according to statistics from Broadridge Financial cited on RiskMetrics' Risk & Governance Blog."

The drop is probably largely attributable to a recent SEC rule change that allows companies to use "e-proxies," forcing shareholders online to cast their vote.

There's no question that, in time, proxy voting will be conducted online exclusively. But obviously that time has not yet come.

In the meantime, there's still no excuse for not voting your shares each year -- if only so you have the right to complain about what a mess the shareholder democracy is.

Yesterday I wrote about a new SEC rule that will make it easier for corporate managers to reject shareholder efforts to put their own board nominees on the ballot.

The decision is a disaster for corporate governance in America, and the Wall Street Journal's headline today pretty much sums it up: "Cox, in Denying Proxy Access, Puts His SEC Legacy on the Line."(subscription required). Christopher Cox is the Chairman of the SEC.

The Journal adds that "The tensions over proxy access may tarnish Mr. Cox's image as a self-proclaimed investor advocate. It also reopens concerns he had so far deflected: that he would roll back shareholder rights in favor of business interests, as well as questions about the effectiveness of his consensus-based approach to rule making."

The argument against broader proxy access is pretty lame: Business groups argue that this will allow corporations to prevent special interest groups like labor unions or GreenPeace from hijacking public companies to further their own interests. That would be a valid point except that special-interest groups rarely gain enough shareholder support to win board seats -- If they do get the number of votes needed to get on the board, then it isn't really a special interest: most shareholders support it!

What this will really do is make it easier for incompetent or just plain bad directors to insulate themselves and management from accountability. That's wrong and it's bad for business.