Equinix : Proxy Statement FY 2024

Published: 2025-04-11 15:01:05 ET EQIX

Notice of Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the "Annual Meeting") of Equinix, Inc., a Delaware corporation ("Equinix"). This year's meeting will be held exclusively online; we are not holding an in-person meeting. The Annual Meeting will be held on Wednesday, May 21, 2025, at 10:00 a.m. PDT, and login will begin at 9:45 a.m. PDT. We believe in meaningfully engaging with our stockholders and hope this virtual meeting will maximize participation. You will be able to attend and participate in the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting:

www.virtualshareholdermeeting.com/EQIX2025

To participate in the virtual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the "Voting Information and Attending the Meeting" section of the proxy statement for more details about attending the Annual Meeting online. Beneficial stockholders who did not receive a 16-digit control number from their bank or brokerage firm, who wish to attend the meeting, should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a stockholder to obtain a legal proxy either online or by mail.

Formal rules of conduct and technical support will be available during the virtual Annual Meeting. We encourage you to access the meeting prior to the start time leaving ample time for the check-in. Please follow the registration instructions as outlined in this proxy statement.

At the Annual Meeting, the following proposals will be considered and voted on, in addition to such other business as may properly come before the meeting or any adjournments or postponements thereof:

TO BE HELD

Wednesday, May 21, 2025 10:00 a.m. PDT

VIRTUAL MEETING

www.virtualshareholder

meeting.com/EQIX2025

ATTENDANCE

Whether or not you plan to attend the Annual Meeting, please vote promptly, following the instructions contained in the materials you received.

ITEMS OF BUSINESS

PROPOSAL

BOARD'S

SEE

RECOMMENDATION

PAGE

Election of directors to the Board of Directors (the "Board") to serve until the next Annual

FOR

Meeting or until their successors have been duly elected and qualified:

each nominee

Ÿ Nanci Caldwell

Ÿ Gary Hromadko

Ÿ Thomas Olinger

Ÿ Sandra Rivera

Ÿ Adaire Fox-Martin

Ÿ Charles Meyers

Ÿ Christopher Paisley

Ÿ Fidelma Russo

Approval, by a non-binding advisory vote, of the compensation of our named executive officers

FOR

Approval of an amendment to the Equinix, Inc. 2020 Equity Incentive Plan to increase the

FOR

number of plan shares reserved for issuance by 3.3 million shares

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered

FOR

public accounting firm for the fiscal year ending Dec. 31, 2025

Consideration and vote upon a stockholder proposal, if properly presented at the Annual

AGAINST

Meeting, related to written consent of stockholders

The foregoing items of business are more fully described in the attached proxy statement.

Only stockholders of record at the close of business on Mar. 25, 2025, are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

BY ORDER OF THE BOARD OF DIRECTORS,

Charles Meyers

Executive Chairman

Redwood City, California

Apr. 10, 2025

Whether or not you plan to attend the virtual meeting, please vote as soon as possible.

You may revoke your proxy at any time prior to the Annual Meeting. If you decide to attend the virtual Annual Meeting and wish to change your proxy vote, you may do so by attending the Annual Meeting webcast.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 21, 2025. The proxy statement and annual report to stockholders on Form 10-K are available at: https://investor.equinix.com/news-events/annual-meeting-of-stockholders

VOLUNTARY E-DELIVERY OF PROXY MATERIALS

We encourage our stockholders to enroll in electronic delivery of proxy materials.

Electronic delivery offers immediate and convenient access to proxy statements, annual reports and other investor documents. It also helps us preserve the environment and reduce printing and shipping costs.

Visit proxyvote.com to vote your shares and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

Proxy Statement

Table of contents

Proxy Summary

General information

Voting

Items to be voted on and our Board's

recommendation

Governance

Performance and compensation highlights

Governance

Proposal 1-Election of directors

Director nominees

Board composition

Board operations

Other governance policies and practices

2024 director compensation

Equinix stock ownership

Related-party transactions

Executive officers

Compensation

Proposal 2-Advisory non-binding vote on

executive compensation

Proposal 3-Approval of an amendment to the

Equinix, Inc. 2020 Equity Incentive Plan to

increase the number of plan shares reserved for

issuance by 3.3 million shares

Compensation roadmap

Compensation discussion and analysis

Talent, Culture and Compensation

Committee Report

Executive compensation tables and related

information

Compensation policies and practices risk

assessment

Talent, Culture and Compensation Committee

interlocks and insider participation

Equity compensation plan information

Chief Executive Officer to median employee

pay ratio

Pay versus performance

Audit

Proposal 4-Ratification of independent

registered public accountants

Report of the Audit Committee of the

Board of Directors

Stockholder Proposal

Proposal 5-Improve Shareholder Written

Consent

Equinix's Statement in Opposition to Proposal 5

Additional Information

Voting information and attending the meeting

Delivery of documents to stockholders sharing

an address

100

Stockholder proposals for 2026 annual meeting

100

Other matters

101

Appendix Materials

A-1

EQUINIX 2025 PROXY STATEMENT

Proxy Summary / 1

Proxy Summary

These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of Equinix, Inc., a Delaware corporation, for the Annual Meeting of Stockholders to be held on May 21, 2025, and at any adjournments or postponements of such meeting. These proxy materials were first sent on or about Apr. 10, 2025, to stockholders entitled to vote at the Annual Meeting. This summary highlights some of the topics discussed in this proxy statement. It does not cover all the information you should consider before voting, and you are encouraged to read the entire proxy statement before casting your vote.

General information

WHEN

Thursday, May 21, 2025 10:00 a.m. PDT

VIRTUAL LOCATION

Visit: www.virtualshareholdermeeting.com/ EQIX2025

RECORD DATE

Mar. 25, 2025

CORPORATE INFORMATION

Stock Symbol

EQIX

Stock Exchange

Nasdaq

Common Stock Outstanding As of Mar. 25, 2025

97,818,262 shares

Registrar & Transfer Agent

Computershare

State of Incorporation

Delaware

Year of Incorporation

1998

Public Company Since

2000

EQUINIX WEBSITES CORPORATE WEBSITE

Equinix.com

INVESTOR RELATIONS

investor.equinix.com

2025 ANNUAL MEETING MATERIALS

https://investor.equinix.com/ news-events/annual- meeting-of-stockholders

PUBLIC POLICY

ACTIVITIES

https://investor.equinix.com/ board-governance/public- policy-activities

EQUINIX 2025 PROXY STATEMENT

Proxy Summary / 2

Voting

Have your proxy card or voting instruction form in hand when voting by telephone or online. When voting, you will need to enter the unique 16-digit voter control number imprinted on the card or instruction form.

REGISTERED HOLDERS

BENEFICIAL OWNERS

(shares are registered in

(shares are held "in street name" in a stock brokerage

your own name)

account or by a bank, nominee or other holder of record)

BY MOBILE DEVICE

Scan the QR code provided

Scan the QR code if one is provided by your broker, bank

on your proxy card

or other nominee

BY INTERNET

Vote your shares online

Vote your shares online 24/7 if a website is provided by

24/7 at proxyvote.com

your broker, bank or other nominee

BY TELEPHONE

Call toll-free 24/7 in the U.S.,

Call the toll-free number provided on your voting

U.S. territories and Canada

information form 24/7

1-800-690-6903

BY MAIL

Complete, date, sign and

Complete, date, sign and return your voting

return your proxy card in

information form

the postage-paid envelope

Items to be voted on and our Board's recommendation

PROPOSAL

BOARD'S

SEE

RECOMMENDATION

PAGE

DIRECTORS: Election of directors

FOR

each nominee

COMPENSATION: Advisory vote to approve named executive officer compensation

FOR

PLAN AMENDMENT: 2020 Equity Incentive Plan Amendment to increase the number of plan

FOR

shares reserved for issuance by 3.3 million shares

AUDIT: Ratification of independent registered public accountants

FOR

STOCKHOLDER PROPOSAL: Stockholder proposal related to written consent of stockholders

AGAINST

EQUINIX 2025 PROXY STATEMENTProxy Summary / 3

Governance

Our Board of Director Nominees: 8

NANCI CALDWELL, AGE 67

THOMAS OLINGER, AGE 58

(Independent Director)

Since: 2015

Since: 2023

COMMITTEES:

• Nominating and Governance

• Audit

• Talent, Culture and Compensation

• Finance

• Real Estate

ADAIRE FOX-MARTIN, AGE 60

CHRISTOPHER PAISLEY, AGE 72

(Chief Executive Officer and President)

(Lead Independent Director)

Since: 2020

Since: 2007

COMMITTEE:

COMMITTEES:

• Stock Award

• Audit

• Finance

• Nominating and Governance

• Real Estate

GARY HROMADKO, AGE 72

SANDRA RIVERA, AGE 60

(Independent Director)

Since: 2003

Since: 2019

COMMITTEES:

• Finance

• Talent, Culture and Compensation

• Nominating and Governance

• Stock Award

• Real Estate

CHARLES MEYERS, AGE 59

FIDELMA RUSSO, AGE 61

(Executive Chairman)

(Independent Director)

Since: 2018

Since: 2022

COMMITTEE:

• None

• Audit

EQUINIX 2025 PROXY STATEMENT

Proxy Summary / 4

Performance and compensation highlights

Board Engagement

91%

Average Attendance at Board

and Committee Meetings

Board Committees

2024

Meetings

• Audit

• Finance

•

Nominating and Governance

Board Meetings

in 2024

•

Real Estate

• Stock Award*

•

Talent, Culture and Compensation

*Typically acts by written consent

Corporate Governance Best Practices

1 YEAR

Majority

Director Term

Director Election

Supermajority Voting

Stockholder

Standard

Requirements

Rights Plan

StockholdersStockholdersStockholdersCorporate

Right to Call

Right to Act

Proxy Access

Governance

Special Meetings

by Written Consent

Rights

Materials

EQUINIX 2025 PROXY STATEMENT

Proxy Summary / 5

Compensation Best Practices and Highlights

Percentage of 2024 Executive Incentive

Compensation Performance-Based:

100% of Annual and 67% of Long Term

Stock Ownership

Guidelines

Policy Prohibiting

Hedging and

Limiting Pledging

Recoupment

Policy

Company Performance Underlying Incentive Awards

REVENUES(1) (in millions)

AFFO(1)(2)/Share

STOCK PRICE PERFORMANCE(3)

+7%

+9%

+24.47%

EQUINIX 2025 PROXY STATEMENT

Proxy Summary / 6

2024 Executive Compensation Mix(1)(2)(3)(4)

Chief Executive Officer

Average - Named Executive Officers

Disclaimer

Equinix Inc. published this content on April 11, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 11, 2025 at 19:00 UTC.