The subject of “proxy access” represents another turning point in the corporate governance of public companies that many boards of directors will need to face, and for some, much sooner than later. Proxy access, which has come to the forefront through Rule 14a-8 proposals submitted by certain pension funds and other governance-oriented activists, is designed to enable shareholders to use a company’s proxy statement and proxy card to nominate one or more director candidates of their own. In this alert, we provide a strategic roadmap for boards to use in considering what to do about proxy access and when to do it. We also describe the range of choices a company has in crafting a proxy access bylaw, identifying the provisions for which there is emerging consensus as well as those that appear problematic in the view of some institutional investors and proxy advisory firms. By all indications, the proxy access movement has the momentum to spread through large companies much in the same way as majority voting.