Equinix, Inc. (EQIX)
NASDAQ: EQIX · Real-Time Price · USD
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Apr 28, 2026, 3:56 PM EDT - Market open
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AGM 2020

Jun 18, 2020

Speaker 1

Hello, and welcome to the Annual Meeting of Stockholders of Equinix Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Charles Myers, President and Chief Executive Officer of Equinix Inc. Mr. Myers, the floor is yours.

Speaker 2

Thank you very much. Good morning, good afternoon or good evening and welcome to everybody depending on where you join us from. I'd like to call the meeting to order. As our operator noted, I'm Charles Myers, President and Chief Executive Officer of Equinix. I'll be presiding over the meeting today.

Along with my fellow directors and executive officers of the company, I'd like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly your ongoing support of Equinix. The Annual Meeting is held pursuant to the bylaws of the company and written notice to all stockholders. We're very pleased to hold our Annual Meeting virtually for the first time as we navigate this pandemic and we aim to maximize access and participation. I also call your attention to the rules of conduct set forth for the meeting, can be found in the file section in the lower left of your screen.

Stockholders can submit questions at any time during the meeting by typing them into the questions page of the virtual meeting which can be accessed by clicking on the message icon at the top of the screen. Questions from stockholders that pertain to a proposal will be addressed directly following the presentation of that proposal. Other questions asked by stockholders will be addressed at the end of the meeting during a broader Q and A session. After introducing the directors and officers in attendance and dealing with a few procedural matters, we'll take up the items to be acted upon.

Speaker 3

So this is Maggie Page, Equinix's VP of Legal and Assistant Secretary. And I'd like to introduce the directors of Equinix who are in attendance today. We welcome Peter Van Camp, our Chairman and Chris Paisley, our Lead Independent Director and our Audit Committee Chair. Also in attendance today are Brandi Galvan Miranda, our Chief Legal and Human Resources Officer Keith Taylor, our Chief Financial Officer Katrina Reimel, our Vice President of Investor Relations and Sustainability Darren Short, our Senior Director of Fox Services and Payroll and various other members of management.

Speaker 2

Thanks Maggie and welcome to the whole team. Also attending the meeting is Joe Zullow of PricewaterhouseCoopers, our independent auditors. And although PwC has indicated that he does not wish to make a statement, Mr. Zullow is available respond to appropriate questions during the general Q and A period. In accordance with our bylaws, I will act as Chairman of the meeting, Maggie will act as Secretary of the meeting and Darren will serve as Inspector of Elections for the meeting.

Maggie, can you please report on the proof of notice for the meeting?

Speaker 3

I have an affidavit of mailing from Computershare certifying as to the giving of notice of this meeting and sending to stockholders of record as of 05/01/2020, the notice of Internet availability of proxy material or a proxy statement, proxy card and other material necessary to vote at this meeting, all of which Computershare commenced distributing to stockholders on 05/01/2020. I also have a copy of the 2019 annual report, which includes financial statements certified by PwC. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting.

Speaker 2

Great. Thanks Maggie. We have the list of the holders of record of common stock of the company at the close of business on 04/20/2020. This last list of stockholders has been available for examination for any purpose relevant to this meeting during ordinary business hours for the past ten days. This list is available for inspection during the meeting during this meeting by request of any stockholder.

Secretary will please file a copy of the list of stockholders with the records of the company. Maggie Arasquet now please present your report of attendance at the meeting so that we can determine whether a quorum is present.

Speaker 3

On 04/20/2020, the record date for this annual meeting, there were outstanding and entitled to vote a total of 85,927,044 shares of common stock. I've been informed by the Inspector of Elections that there are 78,057,552 shares of stock that are represented by proxy or approximately 90.84% of all the shares entitled to vote at this annual meeting. The shares still represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute a quorum.

Speaker 2

Great. Thank you Maggie. On the basis of this report of Secretary and the Inspector of Election I find that proper notice has been given and that a quorum is present. Accordingly the meeting has been properly convened. So it's currently 10:35AM 06/18/2020 and the polls for voting on all matters are open.

All Equinix Inc. Stockholders entitled to vote at this meeting have the ability to do so online. You are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, is not necessary to vote again. After voting has been completed on all matters on the agenda we'll close the polls and the Inspector of Election will provide his preliminary report.

We'll move now to a review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting we'll be electing each of the 10 directors for a one year term expiring at the twenty twenty one Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees are Thomas Bartlett, Nancy Caldwell, Adaire Fox Martin, Gary Ramotko, William Luby, Irving Lyons, Charles Myers, Christopher Paisley, Sandberg Rivera and Peter Van Kemp. Information concerning their principal occupations, service as Equinix Board members, skills and qualifications and other matters which may be of interest or contained in the proxy.

No other nominations were received prior to the deadline established in the company's bylaws. Therefore, additional nominations may be made at this meeting and I declare the nominations to be closed. Any questions or comments on the first proposal?

Speaker 4

There are no questions on this proposal. We can move on to the second proposal.

Speaker 2

Okay, great. Proposal two asks stockholders to approve by nonbinding advisory vote the fiscal year twenty nineteen compensation of the named executive officers, all as described in our proxy statement. This proposal is advisory. Although non binding, the vote will provide information to our compensation committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices which our compensation committee and our Board of Directors will be able to consider when making future executive compensation decisions. Are there questions or comments on this proposal?

Speaker 4

Currently there are no questions on this proposal. We can move on to the third proposal.

Speaker 2

Okay. The next matter to come before the meeting is a resolution for approval of the company's 2020 equity incentive plan. Our compensation committee and Board of Directors approved the 2020 plan in April 2020 subject to approval by our stockholders at this annual meeting. If proposal three is approved by our stockholders, the 2020 plan will become effective upon the date of the annual meeting and will replace our 2000 equity incentive plan. Additionally, our 2001 plan and our 2000 director option plan will both terminate.

In the event that our stockholders do not approve proposal three, the 2020 plan will not become effective in the existing year 2000 equity incentive plan, the year 2001 supplemental stock plan and the year 2000 Director Option Plan will all continue in their current forms. Are there questions or comments on this proposal?

Speaker 4

There are currently no questions on this proposal. We can move on to the fourth proposal.

Speaker 2

Great. The next matter to come before the meeting is the ratification of the appointment of PWC as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of PwC to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending 12/31/2020. Are there questions or comments on this proposal?

Speaker 4

There's no current questions on this proposal. We can move on to the fifth proposal.

Speaker 2

Okay. We'll now consider the stockholder proposal related political contributions disclosure and oversight, which was included in the proxy statement. I'll now ask the sponsor of the resolution or the designated representative of the resolution to please present the proposal now. You may introduce the proposal and make a brief supporting statement if you wish. Can the operator please unmute Mr.

John Chavett.

Speaker 5

Hello, this is John Chavett. Can you hear me okay?

Speaker 2

Yes.

Speaker 5

Proposal five, Political Spending Disclosure. Cheryl's requested management provide a company website report disclosing the company's policies and procedures for making expenditures to participate or intervene in any campaign on behalf of any candidate for public office or to influence the general public with respect to an election and disclosure of monetary and non monetary contributions used in the manner described above. As a long term shareholder, I support transparency and accountability in corporate election spending. This includes any activity considered intervention in a political campaign under the IRS code such as direct and indirect contributions to political candidates, parties, or organizations and expenditures or electioneering communications on behalf of federal, state, or local candidates. Disclosure is in the best interest of the company and its shareholders.

The Supreme Court recognized this in its 2010 Citizens United decision which said disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. Relying on publicly available data at dispersed locations does not provide a complete picture of the company's election spending. For example, the company's payments to trade associations that may be used for election related activities are undisclosed and unknown. This proposal asks the company to disclose all of its election spending, including payments to trade associations and other tax exempt organizations which may be used for election purposes. This would bring our company in line with a growing number of leading companies including MasterCard, Intuit and salesforce.com which present this information on their websites.

Proposals on this topic were approved by shareholders at Alliant Energy and Cognizant Technology Solutions despite management opposition. Directors and shareholders need comprehensive disclosure in one report to fully evaluate the use of corporate funds in elections. The management statement next to this proposal gives tedious directions on how to locate information that this proposal has to be put in a single report. Why should individual directors and individual shareholders have to start separate research projects when one clerical employee can simply compile all the spending information in one place. It is odd that every one of our 10 directors oppose this proposal and are thus in favor of making their oversight role more difficult.

It is odd that every one of our 10 directors who get paid $1,000 an hour oppose clerical help in compiling oversight information in one report. Yet every one of our directors claims to be committed to corporate governance best practices. Please vote for Political Spending Disclosure Proposal five and it wasn't clear at the beginning of the meeting whether all the directors are in attendance and I believe, it should be noted any directors who aren't attending this meeting.

Speaker 2

All right. Thank you Mr. Chabadin. The Board's response to this proposal was in the proxy statement. Are there questions or comments on this proposal?

Speaker 4

We currently do not have questions on this proposal. We can move to the next section.

Speaker 2

Polls are about to close. So if you have not yet voted, please do so.

Speaker 3

Since everyone has had the opportunity to vote, it is now 10:43 a. M. Pacific Time and the polls are closed. The Inspector of Election has delivered its preliminary report and I will now announce the preliminary results. Based on the Inspector of Election's preliminary report, each of the nominees for Director has been elected as a Director of the company until the twenty twenty one Annual Meeting and until their successors are duly elected and qualified.

The 2019 compensation of the company's named executive officers has been approved by a nonbinding advisory vote. The company's 2020 equity incentive plan has been approved. The proposal to ratify the appointment of PwC as the company's independent registered public accounting firm has been approved. And finally, the stockholder proposal related to political contributions disclosure and oversight has not been approved. We will file the final report of the Inspector of Election with the records of this meeting.

We expect to report the results of the voting on a Form eight ks to be filed with the SEC within four business days of this meeting.

Speaker 2

Thank you, Maggie. That concludes the business for the meeting. The meeting is now adjourned. We'll now proceed with the Q and A portion of the meeting. Please follow the instructions provided on the virtual meeting screen to submit questions.

Speaker 4

Charles, there are currently no further questions at this time.

Speaker 3

All right.

Speaker 2

All right then, ladies and gentlemen, thank you for attending today's meeting. And operator, you can now end the meeting.

Speaker 1

This concludes the meeting. You may now disconnect.

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