UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (date of earliest event reported): June 9, 2011
EQUINIX, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-31293
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77-0487526
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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One Lagoon
Drive, 4
th
Floor
Redwood City, California 94065
(650) 598-6000
(Addresses of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the Annual Meeting) of Equinix, Inc. (Equinix) was held on June 9, 2011
for the purpose of considering and voting on:
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Election of eight directors to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and
qualified;
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Ratification of the appointment of PricewaterhouseCoopers LLP as Equinixs independent registered public accounting firm for the fiscal year
ending December 31, 2011;
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Approval by a non-binding advisory vote of the compensation of the Companys named executive officers;
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Approval by a non-binding advisory vote of the frequency of stockholder non-binding advisory votes on the compensation of the Companys named
executive officers;
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Approval of an amendment to the Companys Certificate of Incorporation to reduce the current voting requirement to a majority of the outstanding
shares entitled to vote to amend, repeal or adopt any provision of the Certificate of Incorporation;
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Approval of an amendment to the Companys Bylaws to reduce the current voting requirement to a majority of the outstanding shares entitled to vote
to remove any directors or the entire board for cause; and
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Approval of an amendment to the Companys Bylaws to reduce the current voting requirement to a majority of the outstanding shares entitled to vote
to amend, alter, add to or rescind or repeal the Bylaws.
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At the close of business on April 20, 2010, the record date
for the determination of stockholders entitled to vote at the Annual Meeting, there were 46,840,407 shares of Equinixs Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 41,808,665 shares of
Equinixs Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, all
of the directors were reelected and all other proposals submitted to the Equinix stockholders were approved.
The vote with respect to the
election of the directors was as follows:
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For
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Withheld
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Broker Non-Votes
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Steven T. Clontz
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38,996,007
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226,225
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2,586,443
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Gary F. Hromadko
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39,004,443
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217,789
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2,586,443
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Scott G. Kriens
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37,544,639
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1,677,593
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2,586,443
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William K. Luby
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37,758,096
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1,464,136
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2,586,443
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Irving F. Lyons, III
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37,758,138
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1,464,094
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2,586,443
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Christopher B. Paisley
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39,103,446
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118,786
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2,586,443
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Stephen M. Smith
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39,007,244
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214,988
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2,586,443
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Peter F. Van Camp
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34,416,641
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4,805,591
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2,586,443
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With respect to the proposal to
ratify the appointment of PricewaterhouseCoopers LLP as Equinixs independent registered public accounting firm for the fiscal year ending December 31, 2011, there were 41,467,110 votes For, 207,316 votes Against
and 134,239 abstentions.
With respect to the proposal to approve by a non-binding advisory vote the compensation of the Companys named
executive officers, there were 37,372,992 votes For, 1,723,757 votes Against, 125,483 abstentions and 2,586,433 Broker Non Votes.
With respect to the proposal to approve by a non-binding advisory vote the frequency of stockholder non-binding advisory votes on the Companys named executive officer compensation, there were
35,961,255 votes for 1 Year, 34,007 votes for 2 Years, 3,101,181 votes for 3 Years, 125,789 abstentions and 2,586,433 Broker Non Votes.
With respect to the proposal to approve an amendment to the Companys Certificate of Incorporation to reduce the current voting requirement to a majority of the outstanding shares entitled to vote to
amend, repeal or adopt any provision of the Certificate of Incorporation, there were 41,602,567 votes For, 55,051 votes Against and 151,047 abstentions.
With respect to the proposal to approve an amendment to the Companys Bylaws to reduce the current voting requirement to a majority of the outstanding shares entitled to vote to remove any directors
or the entire board for cause, there were 41,574,211 votes For, 51,820 votes Against and 182,634 abstentions.
With
respect to the proposal to approve an amendment to the Companys Bylaws to reduce the current voting requirement to a majority of the outstanding shares entitled to vote to amend, alter, add to or rescind or repeal the Bylaws, there were
41,600,051 votes For, 54,154 votes Against and 154,460 abstentions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EQUINIX, INC.
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DATE: June 9, 2011
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By:
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/s/ Brandi Galvin Morandi
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Brandi Galvin Morandi
General Counsel and Secretary
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