Annual Proxy Statement
2023
EQUINIX 2023 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 25, 2023, at 10:00 a.m. PDT, and log-in 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/EQIX2023
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 "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:
ITEMS OF BUSINESS
TO BE HELD
Thursday, May 25, 2023 10:00 a.m. PDT
VIRTUAL MEETING
www.virtualshareholder
meeting.com/EQIX2023
PROPOSAL
BOARD'SSEE
RECOMMENDATION PAGE
ATTENDANCE
- 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
• Nanci Caldwell | • | Charles Meyers | • Sandra Rivera | ||
• Adaire Fox-Martin• Thomas Olinger | • Fidelma Russo | FOR | 7 | ||
• Ron Guerrier | • Christopher Paisley | • Peter Van Camp | each nominee | ||
• Gary Hromadko | • Jeetu Patel | ||||
2 Approval, by a non-binding advisory vote, of the | FOR | 32 | |||
compensation of our named executive officers | |||||
- Approval, by a non-binding advisory vote, of the frequency
with which our stockholders will vote on the compensation of | FOR ONE YEAR | 33 |
our named executive officers
- Ratification of the appointment of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for | FOR | 66 |
the fiscal year ending Dec. 31, 2023 | ||
5 A stockholder proposal related to shareholder ratification of | AGAINST | 68 |
termination pay | ||
Whether or not you plan to attend the Annual Meeting, please vote promptly, following the instructions contained in the materials you received.
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. 30, 2023 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 Camp
Executive Chairman
Redwood City, California
Apr. 14, 2023
EQUINIX 2023 PROXY STATEMENT
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 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 25, 2023. 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 |
Items to be voted on and our Board's | |
recommendation | 2 |
Governance | 3 |
Performance and compensation highlights | 5 |
GOVERNANCE | 7 |
PROPOSAL 1-Election of directors | 7 |
Board composition | 12 |
Board operations | 16 |
Other governance policies and practices | 21 |
2022 director compensation | 22 |
Equinix stock ownership | 24 |
Related-party transactions | 25 |
Sustainability | 27 |
Executive officers | 30 |
COMPENSATION | 32 |
PROPOSAL 2-Advisorynon-binding vote | |
on executive compensation | 32 |
PROPOSAL 3-Advisorynon-binding vote | |
on frequency of executive compensation | |
vote | 33 |
Compensation roadmap | 34 |
Compensation discussion and analysis | 34 |
Talent, Culture and Compensation | |
Committee Report | 46 |
Executive compensation tables and related | |
information | 47 |
Compensation policies and practices risk | |
assessment | 56 |
Talent, Culture and Compensation | |
Committee interlocks and insider | |
participation | 57 |
Equity compensation plan information | 58 |
CEO to median employee pay ratio | 59 |
Pay vs. performance | 60 |
AUDIT | 66 |
PROPOSAL 4-Ratification of independent | |
registered public accountants | 66 |
Report of the Audit Committee of the | |
Board of Directors | 67 |
STOCKHOLDER PROPOSAL | 68 |
PROPOSAL 5-Stockholder proposal, | |
related to shareholder ratification of | 68 |
termination pay | |
Equinix opposition statement | 69 |
ADDITIONAL INFORMATION | 72 |
Voting information and attending the | |
meeting | 72 |
Delivery of documents to stockholders | |
sharing an address | 76 |
Stockholder proposals for 2024 annual | |
meeting | 76 |
Other matters | 77 |
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Disclaimer
Equinix Inc. published this content on 13 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2023 17:54:06 UTC.