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EQUINIX INC

For the period ended Dec 31, 2024. Filed Apr 10, 2025.

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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, 2024 · Filed Apr 10, 2025

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.

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/EQIX2025To 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 21, 202510:00 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:FOReach nominee7
Nanci Caldwell Adaire Fox-MartinGary Hromadko Charles MeyersThomas Olinger Christopher PaisleySandra Rivera Fidelma Russo
2Approval, by a non-binding advisory vote, of the compensation of our named executive officersFOR31
3Approval 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 sharesFOR32
4Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31, 2025FOR90
5Consideration and vote upon a stockholder proposal, if properly presented at the Annual Meeting, related to written consent of stockholdersAGAINST90

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 MeyersExecutive ChairmanRedwood City, CaliforniaApr. 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 Summary1
General information1
Voting2
Items to be voted on and our Board’s recommendation2
Governance3
Performance and compensation highlights4
Governance7
Proposal 1—Election of directors7
Director nominees8
Board composition12
Board operations16
Other governance policies and practices21
2024 director compensation23
Equinix stock ownership26
Related-party transactions27
Executive officers29
Compensation31
Proposal 2—Advisory non-binding vote on executive compensation31
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 shares32
Compensation roadmap41
Compensation discussion and analysis42
Talent, Culture and Compensation Committee Report66
Executive compensation tables and related information67
Compensation policies and practices risk assessment80
Talent, Culture and Compensation Committee interlocks and insider participation82
Equity compensation plan information82
Chief Executive Officer to median employee pay ratio82
Pay versus performance84
Audit90
Proposal 4—Ratification of independent registered public accountants90
Report of the Audit Committee of the Board of Directors91
Stockholder Proposal93
Proposal 5—Improve Shareholder Written Consent93
Equinix’s Statement in Opposition to Proposal 594
Additional Information96
Voting information and attending the meeting96
Delivery of documents to stockholders sharing an address100
Stockholder proposals for 2026 annual meeting100
Other matters101
Appendix MaterialsA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.