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/EQIX2024

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

Thursday, May 23, 2024 9:00 a.m. PDT

VIRTUAL MEETING

www.virtualshareholder

meeting.com/EQIX2024

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

BOARD'S

SEE

PROPOSAL

RECOMMENDATION

PAGE

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

FOR

7

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

each nominee

Ÿ Nanci Caldwell Ÿ Gary Hromadko Ÿ Thomas Olinger

Ÿ Jeetu Patel Ÿ Fidelma Russo

  • Adaire Fox-MartinŸ Charles Meyers Ÿ Christopher Paisley Ÿ Sandra Rivera Ÿ Peter Van Camp

2

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

FOR

36

3

Approval of the Amendment of the Equinix, Inc. 2004 Employee Stock Purchase Plan (the

FOR

37

"Plan"), including to eliminate the Plan termination date

4

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered

FOR

85

public accounting firm for the fiscal year ending Dec. 31, 2024

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 Camp

Executive Chairman

Redwood City, California

Apr. 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 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

13

Board operations

18

Other governance policies and practices

23

2023 director compensation

24

Equinix stock ownership

27

Related-party transactions

28

Section 16(A) beneficial ownership reporting

29

compliance

Sustainability

30

Executive officers

33

COMPENSATION

36

PROPOSAL 2-Advisory non binding vote on

executive compensation

36

PROPOSAL 3-Amendment of the 2004

Employee Stock Purchase Plan, including to

eliminate the Plan termination date

37

Compensation roadmap

42

Compensation discussion and analysis

43

Talent, Culture and Compensation

Committee Report

65

Executive compensation tables and related

information

66

Compensation policies and practices risk

assessment

75

Talent, Culture and Compensation Committee

interlocks and insider participation

77

Equity compensation plan information

77

CEO to median employee pay ratio

78

Pay versus performance

79

AUDIT

85

PROPOSAL 4-Ratification of independent

registered public accountants

85

Report of the Audit Committee of the

Board of Directors

86

ADDITIONAL INFORMATION

88

Voting information and attending the meeting

88

Delivery of documents to stockholders sharing

an address

92

Stockholder proposals for 2025 annual meeting

92

Other matters

93

APPENDIX MATERIALS

A-1

EQUINIX 2024 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 23, 2024, and at any adjournments or postponements of such meeting. These proxy materials were first sent on or about April 22, 2024, 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 23, 2024 9:00 a.m. PDT

VIRTUAL LOCATION

Visit: www.virtualshareholdermeeting.com/ EQIX2024

RECORD DATE

Mar. 26, 2024

CORPORATE INFORMATION

Stock Symbol

EQIX

Stock Exchange

NASDAQ

Common Stock Outstanding As of Mar. 26, 2024

94,904,205shares

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

2024 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 2024 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 your own name)

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

brokerage account or by a bank, nominee

or other holder of record)

BY MOBILE DEVICE

Scan the QR code provided on your

Scan the QR code if one is provided by your

proxy card

broker, bank or other nominee

Vote your shares online 24/7 at

Vote your shares online 24/7 if a website is

BY INTERNET

provided by your broker, bank or other

proxyvote.com

nominee

BY TELEPHONE

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

Call the toll-free number provided on your

and Canada 1-800-690-6903

voting information form 24/7

BY MAIL

Complete, date, sign and return your

Complete, date, sign and return your voting

proxy card in the postage-paid envelope

information form

Items to be voted on and our Board's recommendation

BOARD'S

SEE

PROPOSAL

RECOMMENDATION

PAGE

1

DIRECTORS: Election of directors

FOR

7

each nominee

2

COMPENSATION: Advisory vote to approve named executive officer compensation

FOR

36

3

PLAN AMENDMENT: Vote to approve the Amendment of the Equinix, Inc. 2004 Employee

FOR

37

Stock Purchase Plan (the "Plan"), including to eliminate the Plan termination date

4

AUDIT: Ratification of independent registered public accountants

FOR

85

EQUINIX 2024 PROXY STATEMENT

Proxy Summary / 3

Governance

Our Board of Director Nominees: 10

NANCI CALDWELL, AGE 66

(Independent Director)

Since: 2015

COMMITTEES:

  • Nominating and Governance
  • Talent, Culture and Compensation

ADAIRE FOX-MARTIN*, AGE 59

(Director)

Since: 2020

GARY HROMADKO, AGE 71

(Independent Director)

Since: 2003

COMMITTEES:

  • Finance
  • Nominating and Governance
  • Real Estate

CHARLES MEYERS*, AGE 58(Chief

(Chief Executive Officer and President)

Since: 2018

COMMITTEE:

  • Stock Award

THOMAS OLINGER, AGE 57

(Independent Director)

Since: 2023

COMMITTEES:

  • Audit
  • Finance
  • Real Estate

CHRISTOPHER PAISLEY, AGE 71

(Lead Independent Director)

Since: 2007

COMMITTEES:

  • Audit
  • Finance
  • Nominating and Governance
  • Real Estate

JEETU PATEL, AGE 52

(Independent Director)

Since: 2022

COMMITTEE:

  • Talent, Culture and Compensation

SANDRA RIVERA, AGE 59

(Independent Director)

Since: 2019

COMMITTEES:

  • Talent, Culture and Compensation
  • Stock Award

FIDELMA RUSSO, AGE 60

(Independent Director)

Since: 2022

COMMITTEE:

  • Audit

PETER VAN CAMP*, AGE 68

(Executive Chairman)

Since: 2000

  • See "Proposal 1 - Election of directors" elsewhere in this proxy statement for information about a planned succession process after which time Ms. Fox-Martin shall be our chief executive officer and president, in addition to a Board member; Mr. Meyers shall be our executive chairman of the Board; and Mr. Van Camp shall transition to a special advisor to the Board. At this time, Ms. Fox- Martin is no longer considered to be an independent director.

EQUINIX 2024 PROXY STATEMENT

Proxy Summary / 4

Diversity and Engagement

40%

20%

91%

Board Nominees

Board Nominees Self-identifying as

Average Attendance at Board

Who are Female

Racially/Ethnically Diverse

and Committee Meetings

9.02 YEARS

Average Tenure of Board Nominees as of Annual Meeting date

  • 3 new members added in past 2 years
  • 3 out of 4 newest members self- identify as female and/or racially/ ethnically diverse

8

Board Meetings in 2023

91%

Average Attendance at

Board and Committee

Meetings

Board

Committees

  • Audit
  • Finance
  • Nominating and Governance
  • Real Estate
  • Stock Award
  • Talent, Culture and Compensation

2023

Meetings

9

4

5

8

0

4

Corporate Governance Best Practices

1 YEAR

Majority

Director Term

Director Election

Standard

No

Supermajority Voting

Requirements

No

Stockholder Rights Plan

Stockholders

Right to Call

Special Meetings

Stockholders

Right to Act

by Written Consent

Stockholders

Proxy Access

Rights

Corporate

Governance

Materials

EQUINIX 2024 PROXY STATEMENT

Proxy Summary / 5

Corporate Responsibility

96%

$4.9B

$1.9M

Executive Incentive

Renewable

of Issued Green Bond Net

in Employee Donations,

Short-term Incentive

Energy Coverage

Proceeds Fully Allocated

Corporate Matching and

Performance Metrics for

Achieved

Toward Eligible Green

Community-based

VP-level and Above Tied

in 2023

Projects

Donations

to Our Environmental

and Social Progress

100%

Clean and

Renewable Energy

Usage Target by 2030

Nominating and

Governance Committee

Oversight of

Environmental, Social

and Governance ("ESG")

Initiatives

CEO Focus on Diversity, Inclusion and Belonging Initiatives

Nominating and

Governance Committee

Oversight of

Cybersecurity Program

1x per Quarter; Full

Board Oversight at Least

1x per Year

Performance and compensation highlights

Compensation Best Practices and Highlights

Percentage of

2023 Executive

Incentive

Compensation

Performance

Based: 100% of

Annual and 60%

of Long Term

ESG Metrics

Used for 2023

Incentive

Compensation

Limited Tax

Gross-Ups on

Compensation

Stock Policy

Ownership Prohibiting

Guidelines Hedging

206:1

Recoupment

CEO Pay

Policy

Ratio for

2023

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Disclaimer

Equinix Inc. published this content on 12 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2024 02:52:01 UTC.