Micro D’s Largest Holder Gives Up Control of Board

Micro D Inc. said that shareholders at their annual meeting approved a plan under which Ingram Industries Inc. ceded voting control of the Santa Ana company by reducing the number of seats it holds on Micro D’s board.

In restructuring the board, four Ingram appointees and three Micro D appointees agreed to leave. The board now has five seats, including two appointed by each company.

Micro D said the change is intended to avoid a possible conflict of interest. Last year, Nashville-based Ingram purchased a 50.3% stake in Micro D from Lorraine Mecca, founder of the company and former chief executive.

Both companies distribute computer hardware, software and peripherals, but with the purchase Ingram became Micro D’s largest shareholder in addition to being a competitor. Ingram also distributes books, audio tapes and videotapes and said in February when it acquired its Micro D stake that it wasn’t considering merging Micro D with its computer software distribution unit, Ingram Software.

Micro D said the change in the composition of the board should resolve concern among some of its vendors who have been confused about whether to deal with Micro D or Ingram.

The two Ingram executives on the board are David Rutledge, vice president and general counsel, and John Donnelly, executive vice president. Linwood Lacy Jr., Micro D’s chairman and chief executive, remains on the board, as does Brinton Young, a partner with the Boston consulting firm Fletcher & Co.

William Lomicka, senior vice president of CW Group, a New York venture capital concern, is the board’s fifth member, filling a newly created seat.

As reported, Micro D reported first-quarter net income of $402,000, contrasted with a net loss of $77,000 for the same period a year earlier. For 1985, the company posted a net loss of $3.1 million, contrasted with net income of $431,000 for 1984.

In over-the-counter trading Wednesday, Micro D closed at $5.43 3/4, up 68 3/4 cents.