Big investor gets option to join Microsoft board

A week after Steve Ballmer said he plans to step down as CEO of Microsoft, ValueAct Capital, one of its biggest investors, has secured the right to appoint its president to Microsoft’s board.

Microsoft has signed a “cooperation agreement” with ValueAct that allows its president, Mason Morfit, to meet regularly with Microsoft board members to discuss “a range of significant business issues,” Microsoft said in a statement Friday.

The agreement gives ValueAct the option of having Morfit join Microsoft’s board, beginning at the first quarterly board meeting after Microsoft’s next annual shareholder meeting. Those meetings usually take place in mid-November.

ValueAct Capital, in San Francisco, holds about 0.8 percent of Microsoft’s outstanding stock and is one of its largest shareholders, Microsoft said. The firm manages about $12 billion in assets.

The development, announced Friday afternoon ahead of the Labor Day weekend in the U.S., comes a week after Ballmer’s surprise announcement that he will step down as CEO of Microsoft at some point in the next year.

Longtime Microsoft analyst Rick Sherlund has said that Microsoft was under pressure from ValueAct to increase value for shareholders.

“It’s not clear how big a role ValueAct played here, but I suspect they were a strong catalyst for change,” Sherlund told the Seattle Times shortly after Ballmer announced his plan to retire.

Ballmer responded that his retirement had nothing to do with ValueAct. “My retirement has everything to do with what I think is the right long-term timing for Microsoft,” he told the Times.

A Microsoft spokesman on Friday declined to provide additional comment for this article.

In the statement Friday, Morfit said he looked forward to “actively working” with Microsoft at “this critical inflection point in the company’s evolution.” Ballmer was quoted as saying Microsoft “looks forward to ValueAct Capital’s input.”

For its part, ValueAct has agreed that it won’t attempt a merger with Microsoft or acquire shares beyond a certain level, and that it won’t take part in a proxy battle, according to a copy of the agreement filed with the U.S. Securities and Exchange Commission. It has also agreed not to disparage Microsoft or its executives.