UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

EQUINIX, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Election of Director

Equinix, Inc. (“Equinix”) has elected Thomas Olinger as an independent director to its Board of Directors (the “Board”), effective January 18, 2023. With the election of Mr. Olinger, Equinix’s Board now consists of 12 members.

Mr. Olinger will serve as a member of the Board’s Audit, Finance, and Real Estate Committees.

The election of Mr. Olinger was not pursuant to any arrangement or understanding between Mr. Olinger and any third party. As of the date of this report, Mr. Olinger is not a party, either directly or indirectly, to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

As member of Equinix’s Board, Mr. Olinger will receive Equinix’s standard compensation for non-employee directors.

Departure of Director

On January 16, 2023, Irving Lyons, a member of Equinix’s Board since 2007, notified the Board that he would not stand for reelection as a director of Equinix. Mr. Lyons’s decision not to stand for reelection was not due to any disagreement with Equinix on any matter relating to Equinix’s operations, policies, or practices. Mr. Lyons’s term will end after Equinix’s 2023 annual meeting of stockholders to be held in May 2023.

On January 20, 2023, Equinix issued a press release announcing the election of Mr. Olinger to the Board and Mr. Lyons’s decision not to stand for reelection to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(d) Exhibits.

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.