EQUINIX INC
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
Equinix, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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 13, 2026, 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/EQIX2026To 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 HELDWednesday, May 13, 202610:00 a.m. PDT
ATTENDANCEWhether 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’SRECOMMENDATION · SEE PAGE | |||
| 1 | Election of directors to the Board of Directors (the “Board”) to serve until the next Annual Meeting or until their successors have been duly elected and qualified: | FOReach nominee | 7 |
| Nanci Caldwell Adaire Fox-Martin · Gary Hromadko Rebecca Kujawa · Dr. Yanbing Li Charles Meyers · Thomas Olinger Christopher Paisley · Sandra Rivera Fidelma Russo | |||
| 2 | Approval, by a non-binding advisory vote, of the compensation of our named executive officers | FOR | 37 |
| 3 | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31, 2026 | FOR | 82 |
| 4 | Consideration and vote upon a stockholder proposal, if properly presented at the Annual Meeting, related to lowering the stock ownership threshold required to call a special meeting | AGAINST | 85 |
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. 20, 2026, 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 MeyersExecutive ChairmanRedwood City, CaliforniaApr. 2, 2026
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 13, 2026. 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 | 1 |
| General information | 1 |
| Voting | 2 |
| Items to be voted on and our Board’s recommendation | 2 |
| Governance | 3 |
| Performance and compensation highlights | 4 |
| Governance | 7 |
| Proposal 1—Election of directors | 7 |
| Director nominees | 8 |
| Board composition | 13 |
| Board operations | 17 |
| Other governance policies and practices | 27 |
| 2025 director compensation | 28 |
| Equinix stock ownership | 31 |
| Related-party transactions | 32 |
| Executive officers | 34 |
| Compensation | 37 |
| Proposal 2—Advisory non-binding vote on executive compensation | 37 |
| Compensation roadmap | 38 |
| Compensation discussion and analysis | 39 |
| Talent, Culture and Compensation Committee Report | 59 |
| Executive compensation tables and related information | 60 |
| Compensation policies and practices risk assessment | 73 |
| Talent, Culture and Compensation Committee interlocks and insider participation | 74 |
| Equity compensation plan information | 74 |
| Chief Executive Officer to median employee pay ratio | 75 |
| Pay versus performance | 76 |
| Audit | 82 |
| Proposal 3—Ratification of independent registered public accountants | 82 |
| Report of the Audit Committee of the Board of Directors | 83 |
| Stockholder Proposal | 85 |
| Proposal 4—Reasonable Shareholder Ability to Call for a Special Shareholder Meeting | 85 |
| Equinix’s Statement in Opposition to Proposal 4 | 86 |
| Additional Information | 87 |
| Voting information and attending the meeting | 87 |
| Delivery of documents to stockholders sharing an address | 91 |
| Stockholder proposals for 2027 annual meeting | 91 |
| Other matters | 92 |
| Appendix | A-1 |
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