Welcome to the annual meeting for Equinix Inc. Our host for today's call is Adaire Fox-Martin, Chief Executive Officer and President. I will now turn the call over to your host. Ms. Fox-Martin, you may begin.
Thank you. Will the meeting please come to order? I am Adaire Fox-Martin, Chief Executive Officer and President of Equinix Inc. I will be presiding at this meeting. 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 support of Equinix. The annual meeting is held pursuant to the bylaws of the company and written notice to all stockholders. We are pleased to hold our annual meeting virtually again this year as we aim to maximize access and participation.
I also call your attention to the rules of conduct set forth for this meeting, which can be found in the documents section on the right-hand side of your screen. Stockholders may submit questions at any time during this meeting by typing them into the question box on the virtual meeting 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 Q&A. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. I will now ask Maggie Paige to introduce those present today.
Thank you, Adaire. I am Maggie Paige, VP Legal, Corporate and Governance, and I will now introduce those in attendance. We welcome certain members of our Board of Directors, including Rebecca Kujawa, Olivier Leonetti, our Chief Financial Officer, Kurt Pletcher, our Chief Legal Officer, Ryan Burke, our Vice President, Investor Relations, Darren Short from our stock and payroll team, and various other members of management. Also attending this meeting is Stephanie Marela of PricewaterhouseCoopers, our independent auditor.
Although PwC has indicated that it does not wish to make a statement, Ms. Marela is available to respond to appropriate questions during the general question and answer period. In accordance with our bylaws, Adaire will act as chairperson of the meeting. I will act as secretary of the meeting, and Darren will serve as inspector of election for this meeting. I will now report on the proof of notice of meeting.
I have an affidavit of mailing from Broadridge Financial Solutions, Inc., certifying as to the giving of notice of this meeting and the sending to stockholders of record as of March 20, 2026, 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 Broadridge commenced distributing to stockholders on April 2, 2026. I also have a copy of the 2025 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 a link to an electronic copy of the annual report is available on the website used to access this meeting. Adaire.
We have the list of the holders of record of common stock of the company at the close of business on March 20, 2026. This list of stockholders has been available for examination for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by request of any stockholder. The secretary will please file a copy of the list of stockholders with the records of the company. Maggie, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?
On March 20, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 98,623,487 shares of common stock. I have been informed by the Inspector of Election that there are 89,668,772 shares of stock represented by proxy, or approximately 90.92% of all the shares entitled to vote at this annual meeting. The shares so represent exceeded 50% of the total shares entitled to vote at this meeting and thus constitute a quorum. Adaire.
Thank you, Maggie. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. It is 10:05 A.M. on May 13th, 2026, 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. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, you may do so by clicking on the Cast your vote tab on your screen.
Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide his preliminary report. We'll now move to a review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing each of the 10 directors for a one year term, expiring at the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.
The nominees are Nanci Caldwell, Adaire Fox-Martin, Gary Hromadko, Rebecca Kujawa, Yanbing Li, Charles Meyers, Thomas Olinger, Christopher Paisley, Sandra Rivera, and Fidelma Russo. Information concerning each board member's principal occupations, service as Equinix board members, skills and qualifications, and other matters which may be of interest are contained in the proxy statement.
No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Are there any questions or comments on the first proposal?
There are no questions on this proposal. We can move on to the second proposal.
Thank you. Proposal 2 asks stockholders to approve by non-binding advisory vote the fiscal year 2025 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 Talent, Culture, and Compensation Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which they will be able to consider when making future executive compensation decisions. Are there questions or comments on this proposal?
There are no questions on this proposal. We can move on to the third proposal.
Thank you, Ryan. 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 December 31, 2026. Are there questions or comments on this proposal?
There are no questions on this proposal. We can move on to the fourth proposal.
We will now consider the stockholder proposal related to lowering the stock ownership threshold required to call a special meeting, which was included in the proxy statement. I will now ask that 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 Chevedden or his representative?
Hello, this is John Chevedden, Proposal 4, reasonable shareholder ability to call for a special shareholder meeting. As to ask our board of directors to take the steps necessary to amend the governing documents to give the owners that combine 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.
There shall be no unnecessary poison pill type rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting and no unnecessary requirement that most shareholders be record holders. This proposal includes that Equinix incorporates this right in its bylaws and such bylaws be published on the company website for easy access. It is reasonable for 10% of shares to have this right because there may be no shareholder of any company anywhere who have ever used this right at the challenging 15% stock ownership mark or higher.
There has never been a company response to a proposal such as this that is giving even one example of a special shareholder meeting actually taking place at a company that required 15% of shares outstanding or higher to initiate. Thus, the challenging 15% requirement seems too high. Please vote yes. Reasonable shareholder ability call for a special shareholder meeting, P roposal 4.
Thank you. The board's response to this proposal was in the proxy statement. Are there questions or comments on this proposal?
Seeing none, Adaire, we can move on to the next section.
Okay. Maggie Paige?
The polls are about to close, so if you've not yet voted, please do so. Since everyone has had the opportunity to vote, it is now 10:11 A.M. Pacific Time. The polls are closed. The Inspector of Election has delivered his preliminary report. 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 2027 annual meeting and until their successors are duly elected and qualified.
The 2025 compensation of the company's named executive officers has been approved by a non-binding advisory vote. The proposal to ratify the appointment of PwC as the company's independent registered public accounting firm has been approved. The stockholder proposal related to lowering the stock ownership threshold required to call a special meeting has not been approved. We will file the final report of the Inspector of Election with the records of this meeting. We expect to re-report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. Adaire?
Thank you, Maggie. That concludes the business for the meeting. The meeting is now adjourned. We will now proceed with the question and answer portion of the meeting. Please follow the instructions provided on the virtual meeting screen to submit questions.
There are no further questions related to the proposals at this time.
Ladies and gentlemen, thank you for attending today's meeting. Operator, please end the meeting.
Thank you. This now concludes the meeting. Thank you for joining, and have a pleasant day.