Independent
Tenure on this board
10.5 yrs
Also a director at
Procore Technologies Inc (PCOR)
10 nominees · 4 ballot items.
Election of 10 directors; advisory approval of named executive officer compensation (Say-on-Pay); ratification of PricewaterhouseCoopers LLP as independent auditors; stockholder proposal to lower threshold to call a special meeting (recommended against by the Board).
Elect 10 nominees to the Board to serve until the next annual meeting.
Non-binding advisory vote to approve the compensation of Equinix’s named executive officers as disclosed in the proxy statement.
Proposal 2 requests a non-binding advisory approval of the 2025 compensation of the named executive officers as disclosed. Management explains the program ties executive pay to company performance via annual and long-term incentives weighted to revenue, AFFO/share, and relative TSR, with structural features such as strategic modifiers and caps. The Board supports the proposal, noting past strong stockholder support (~88.9% in 2025) and commits to consider significant adverse voting results. The vote is advisory and is used by the Talent, Culture and Compensation Committee to guide future decisions.
Ratify the appointment of PricewaterhouseCoopers LLP as Equinix’s independent registered public accounting firm for fiscal year 2026.
Stockholder proposal requesting bylaws be amended to allow holders of 10% of outstanding shares to call a special meeting (lowering threshold), with no restrictive ownership-period or record-holder requirements.
The shareholder proposal asks Equinix to lower the ownership threshold to call a special shareholder meeting from the company’s 15% bylaw threshold to 10%, remove ownership period and record-holder restrictions, and publish the right in the bylaws. The proponent, John Chevedden, argues 25% thresholds are historically unused and that a lower threshold would improve board accountability, citing 2025 operational challenges and legal settlement as justification. Management opposes the proposal, arguing 15% already represents a meaningful balance between shareholder rights and protection against frivolous or costly special meetings and noting Equinix previously reduced the threshold from 25% to 15% after considering similar proposals. The Board’s opposition emphasizes the administrative burden and potential abuse from a lower threshold and points out that lowering to 10% could allow a single large shareholder to force special meetings; the Board recommends voting against the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 6,387,320 | $6.3B |
| 2 | STATE STREET CORP | 6.16% | 6,078,396 | $6.0B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.09% | 6,004,091 | $5.9B |
| 4 | BlackRock, Inc. | 3.50% | 3,456,322 | $3.4B |
| 5 | BlackRock, Inc. | 3.24% | 3,194,911 | $3.1B |
| 6 | COHEN STEERS, INC. | 2.87% | 2,831,410 | $2.8B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.19% | 2,157,820 | $2.1B |
| 8 | PRINCIPAL FINANCIAL GROUP INC | 1.97% | 1,939,246 | $1.9B |
| 9 | FMR LLC | 1.63% | 1,610,965 | $1.6B |
| 10 | JPMORGAN CHASE CO | 1.31% | 1,288,472 | $1.2B |
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