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EQUINIX INC

For the period ended Dec 31, 2023. Filed Apr 12, 2024.

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About this filing

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, 2023 · Filed Apr 12, 2024

EQIX$1,012.71+1.5%Stored close · as of Nov 6, 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.

EQUINIX 2024 PROXY STATEMENT

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 Thursday, May 23, 2024, at 9:00 a.m. PDT, and login will begin at 8:45 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/EQIX2024To 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 HELDThursday, May 23, 20249:00 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
1Election 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:FOR each nominee7
Nanci Caldwell Adaire Fox-Martin · Gary Hromadko Charles Meyers · Thomas Olinger Christopher Paisley · Jeetu Patel Sandra Rivera · Fidelma Russo Peter Van Camp
2Approval, by a non binding advisory vote, of the compensation of our named executive officersFOR36
3Approval of the Amendment of the Equinix, Inc. 2004 Employee Stock Purchase Plan (the “Plan”), including to eliminate the Plan termination dateFOR37
4Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31, 2024FOR85

EQUINIX 2024 PROXY STATEMENT

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. 26, 2024, 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,Peter Van CampExecutive ChairmanRedwood City, CaliforniaApr. 12, 2024

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 23, 2024. 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 SUMMARY1
General information1
Items to be voted on and our Board’s recommendation2
Governance3
Performance and compensation highlights5
GOVERNANCE7
PROPOSAL 1—Election of directors7
Board composition13
Board operations18
Other governance policies and practices23
2023 director compensation24
Equinix stock ownership27
Related-party transactions28
Section 16(A) beneficial ownership reporting compliance29
Sustainability30
Executive officers33
COMPENSATION36
PROPOSAL 2—Advisory non binding vote on executive compensation36
PROPOSAL 3—Amendment of the 2004 Employee Stock Purchase Plan, including to eliminate the Plan termination date37
Compensation roadmap42
Compensation discussion and analysis43
Talent, Culture and Compensation Committee Report65
Executive compensation tables and related information66
Compensation policies and practices risk assessment75
Talent, Culture and Compensation Committee interlocks and insider participation77
Equity compensation plan information77
CEO to median employee pay ratio78
Pay versus performance79
AUDIT85
PROPOSAL 4—Ratification of independent registered public accountants85
Report of the Audit Committee of the Board of Directors86
ADDITIONAL INFORMATION88
Voting information and attending the meeting88
Delivery of documents to stockholders sharing an address92
Stockholder proposals for 2025 annual meeting92
Other matters93
APPENDIX MATERIALSA-1
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.