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Microsoft Corp. is giving a board seat to an activist investor for the first time, a landmark move that comes only a week after Chief Executive Steve Ballmer disclosed he would step aside.

Announced just ahead of the Labor Day weekend, Microsoft said it would appoint a director from ValueAct Capital Management LP early next year. It would be the first time the company had ever appointed a director not solely at its discretion.

Mr. Ballmer and other Microsoft officials have said ValueAct's pressure played no role in last week's surprise announcement about his retirement. A ValueAct official has said the same thing in at least one private conversation, according to a person familiar with the matter.

Still, the decision to add an investor who owns less than 1% of the company shows the pressure that Microsoft faces. The company has faced widespread criticism for missing several waves of consumer technology, from mobile devices to Internet search.

Longtime Microsoft observers have remained puzzled by the motivations and timing of Mr. Ballmer's announcement, coming shortly after a reorganization in July that appeared to reinforce his central influence at the company.

In conversations with directors in the past week, some Microsoft investors questioned whether Mr. Ballmer's retirement was voluntary, and some pressed the board about the role ValueAct may have played, according to a person familiar with those conversations.

Some Microsoft shareholders also had expressed hopes that ValueAct would push the Microsoft board to make a break from the company's past, both in its selection of the next CEO and in measures that could revive the company's stock price.

"ValueAct I think played an indirect role in Steve's retirement," said Rick Sherlund, an analyst with Nomura Securities. "ValueAct very much surfaced the interests of shareholders, and one of those interests is management succession."

Analysts had speculated that ValueAct was seeking support among other investors for a proxy fight against Microsoft. As part of the agreement announced Friday, ValueAct agreed not to do so, to keep its stake in Microsoft below 5% and to not disparage the company or its executives.

ValueAct disclosed in the spring that it had bought a stake in Microsoft, and has been talking with fellow shareholders about strategies for the company. Microsoft on Friday put the fund's holdings at 0.8% of total shares outstanding, which would be worth about $2.2 billion at current prices.

Few companies of Microsoft's size have welcomed activist investors on to their boards, for fear of disruption and conflict. And in recent decades it would be unheard of for an outside director, who simply agitated for change, to be placed on a board.

Such investors have little direct influence because accumulating large stakes is costly. A 5% stake in Microsoft, for instance, would cost nearly $14 billion at today's prices, a sum greater than the entire $12 billion that ValueAct manages.

But even when going up against big corporate targets, activists have become effective at changing perceptions about companies both large and small, from Dell Inc. to J.C. Penney Co. The stock market, and by extension corporate boards, have been forced to take such campaigns more seriously.

"The playing field has changed fundamentally and the changes have resulted in greater influence for shareholders," read one recent letter to corporate clients from the law firm Sullivan & Cromwell. "Applying the vocabulary and mind-set of 1980s takeovers to today's activists is likely to be counterproductive.

ValueAct founder Jeffrey Ubben has publicly attacked entrenched corporate leadership and boards that fail to bring rewards for shareholders. "Unfortunately for both stockholders and truly outstanding managers, executives are now paid more for mediocrity and less for excellence than they deserve," he wrote in a 2012 opinion piece in The Wall Street Journal.

He has been less overtly critical of Microsoft, lauding its efforts to push more of its software in online variants. "It is a dominant software company…and in the long term it will win out," Mr. Ubben said at an investor conference in April where he disclosed the firm's stake in Microsoft.

At the same time, Mr. Ubben has been capitalizing on discontent among Microsoft investors who want the company to pay back more of its cash to stockholders, cut loose unpromising businesses and make other changes to perk up a stuck stock price, according to people briefed on the discussions.

In recent months, Mr. Ubben has spoken at least once to John Thompson, the lead Microsoft director, about the firm's views and its desire for significant changes at the company. The announcement of the agreement on Friday comes on the last day for shareholders to nominate directors to the Microsoft board at the next annual meeting.

"Our board and management team are committed to enhancing growth and value for Microsoft shareholders, and we look forward to ValueAct Capital's input," Mr. Ballmer said in a statement.

The agreement provides for regular meetings between Mason Morfit, ValueAct's president, and selected Microsoft directors and management "to discuss a range of significant business issues," Microsoft said. "We have enjoyed getting to know Mason over the past few months and are looking forward to working with him," Mr. Thompson added in prepared remarks.

Mr. Ubben is a former Fidelity fund manager and Duke University graduate who started his own firm in 2000. A person who has worked with him in a board role described Mr. Ubben as charismatic and open to learning from fellow directors.

Unlike activist investors such as Carl Icahn or Bill Ackman—who publicly agitate for change at companies in which they invest—ValueAct pitches itself as a management-friendly activist. ValueAct tends to take positions in a small number of companies at once. The firm has landed board posts at companies including Motorola Solutions Inc. and Adobe Systems Inc., and at Martha Stewart Living Omnimedia Inc. a decade ago.

ValueAct started buying Motorola Solutions stock in early 2011 when the stock was around $40 or less, and shares closed trading Friday at $56.01. Valeant Pharmaceuticals International Inc.'s stock price has taken off like a rocket since ValueAct got into the stock.

In one of the hedge fund's most prominent defeats, ValueAct tried to take marketing firm Acxiom Corp. private in 2007, but the efforts languished and Mr. Ubben resigned from his seat on the company's board.

Some longtime Microsoft watchers say the scrutiny from ValueAct is giving the board courage to be more aggressive than ever about tackling CEO succession, and listening more carefully to stockholder gripes about Microsoft's use of cash and poorly performing businesses.

ValueAct has the option of adding Mr. Morfit to the Microsoft board starting at the company's first quarterly board session after this November's annual shareholder meeting. A person who answered the phone at ValueAct's San Francisco offices on Friday said Mr. Morfit doesn't respond to press queries.

In a statement released by Microsoft, Mr. Morfit was quoted as saying, "At this critical inflection point in the company's evolution, I look forward to actively working together with the board and Microsoft's management team to continue to create value for all shareholders."

Mr. Morfit has worked for ValueAct since 2001, Microsoft said. He also is on the board of Valeant, in which ValueAct owns a stake.

Write to Shira Ovide at shira.ovide@wsj.com

A version of this article appeared August 30, 2013, on page A1 in the U.S. edition of The Wall Street Journal, with the headline: Activist Storms Microsoft Board.