How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 20, 2012.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “For” the election of all nominees for director, “For” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012, “For” the compensation of our named executive officers, “For” the approval of long-term incentive performance terms for certain executives and “For” the proposed amendment to our Bylaws to permit holders of record of at least twenty-five percent (25%) of the voting power of Equinix’s outstanding capital stock to call a special meeting of stockholders.

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the meeting. You may revoke your proxy in any one of three ways:

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” votes, “Against” votes, abstentions and broker non-votes (when shares are held by brokers that do not have discretionary authority to vote on a matter, and have not received voting instructions from their clients).

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker with respect to a “non-discretionary” matter, your shares will not be voted on such matter and will not be counted as shares entitled to vote on such matter. For example, if you do not provide voting instructions to your broker, the broker could vote your shares for Proposal No. 2 (the ratification of the appointment of PricewaterhouseCoopers LLP as Equinix’s independent registered public accounting firm for the fiscal year ending December 31, 2012) but not for the other proposals, including the election of directors.

Shares not present at the meeting and shares voting “abstain” have no effect on the election of directors. For the other proposals, abstentions have the same effect as “Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal. However, such broker non-votes will be counted in determining whether there is a quorum.

How many votes are needed to approve each proposal?

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares is represented by stockholders present at the meeting or by proxy. On the record date, there were 48,075,727 shares outstanding and entitled to vote. Thus 24,037,864 shares must be represented by stockholders present at the meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published on a Current Report on Form 8-K filed within four business days after the Annual Meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

Equinix’s Board currently consists of eight directors. Equinix’s Bylaws provide that the number of directors will be determined by the Board and the number of directors is currently set at nine. Thus, there is one vacant seat on Equinix’s Board that Equinix does not intend to fill at this Annual Meeting.

Our Bylaws provide that a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested director elections (i.e. the number of shares voted “for” a director nominee must exceed the number of shares voted “against” such nominee). If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board. The Governance Committee of the Board, or such other committee designated by the Board, shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, the remaining members of the Board may fill the resulting vacancy or may decrease the size of the Board.

All directors will be elected at the Annual Meeting to serve for a term expiring at the next annual meeting of stockholders and until his or her successor is elected, or until the director’s death, resignation or removal. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted for the eight persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you must do so with respect to the individual nominee. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Equinix’s Board. Each person nominated for election has agreed to serve if elected, and our Board has no reason to believe that any nominee will be unable to serve.

The eight directors who are being nominated for election by the holders of common stock to the Board, their ages as of April 30, 2012, their positions and offices held with Equinix and certain biographical information, including directorships held with other public companies during the past five years, are set forth below. In addition, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating Committee and the Board to determine that each nominee should serve as a director of Equinix. The Board recommends a vote FOR the election to the Board of each of the following eight nominees.

Nominees		Age		Positions and Offices Held with Equinix
Steven Clontz		61		Director
Gary Hromadko		59		Director
Scott Kriens		54		Director
William Luby		52		Director
Irving Lyons, III		60		Director
Christopher Paisley		59		Lead Independent Director
Stephen Smith		55		Director, Chief Executive Officer and President
Peter Van Camp		56		Executive Chairman

Steven Clontz has served as a member of our Board since April 2005. Mr. Clontz is currently Senior Executive Vice President — North America and Europe of Singapore Technologies Telemedia, a telecommunications and information services company. Mr. Clontz was Chief Executive Officer of StarHub Ltd., a telecommunications and cable television company, from January 1999 to December 2009. Mr. Clontz serves on the board of directors of InterDigital Communications Corp., Level 3 Communications and StarHub Ltd., all public companies, and on the boards of a privately held company and not-for-profit institution. We

believe Mr. Clontz’s breadth of experience in the telecommunications field in both the U.S. and in the Asia-Pacific region, which Equinix entered in 2002, his strong network of relationships in the Asia-Pacific region, and his extensive executive leadership and management experience, qualify him to serve on our Board.

Gary Hromadko has served as a member of our Board since June 2003. Mr. Hromadko has been a venture partner at Crosslink Capital, a venture capital firm, since June 2002. In addition to his responsibilities with Crosslink Capital, Mr. Hromadko has been active as a private investor since 1993. Mr. Hromadko serves on the board of directors of several privately held companies. We believe Mr. Hromadko’s experience as an investor in the communications services and infrastructure sectors, two important customer segments to Equinix and sectors where trends are closely watched as important to our future strategy and positioning, his financial and capital markets experience, and his experience with Equinix dating back to 2003, qualify him to serve on our Board.

Scott Kriens has served as a member of our Board since July 2000. Mr. Kriens has served as Chairman of the Board of Directors of Juniper Networks, Inc., a publicly traded Internet infrastructure solutions company, since September 2008. From October 1996 to September 2008, Mr. Kriens served as Juniper’s Chief Executive Officer and Chairman of the Board of Directors. From April 1986 to January 1996, Mr. Kriens served as Vice President of Sales and Vice President of Operations at StrataCom, Inc., a telecommunications equipment company, which he co-founded in 1986. He also previously served as a director of VeriSign, Inc., a public company, during the past five years. We believe Mr. Kriens’ extensive experience in the sectors of communications services and internet infrastructure, two important sectors to Equinix as discussed above, as well as his executive leadership and management experience leading a high growth company, qualify him to serve on our Board.

William Luby has served as a member of our Board since April 2010. Mr. Luby has served as the managing partner of Seaport Capital, a private equity firm, and its predecessor companies since 1996. He previously was a Managing Director at Chase Capital, the private equity affiliate of the Chase Manhattan Corporation. Mr. Luby also serves on the board of directors of several privately held companies, and previously served as Chairman of the Board of Directors of Switch & Data Facilities Company, Inc., a public company, prior to its acquisition by Equinix in 2010. Mr. Luby has been an active investor in the telecommunications industry for 20 years. We believe that this experience, his experience as a director at Switch & Data, and his familiarity with our industry qualify him to serve on our Board.

Irving Lyons, III has served as a member of our Board since February 2007. Mr. Lyons has been a principal of Lyons Asset Management, a California-based private investment firm, since January 2005. From December 1993 to January 2005, Mr. Lyons was employed at ProLogis, a global provider of distribution facilities and services, where he served as Chief Investment Officer from March 1997 to December 2004 and as Vice Chairman of the Board of Directors from December 2001 to January 2005. Mr. Lyons serves on the Boards of Directors of the public companies BRE Properties, Inc. and ProLogis, where he serves as Lead Independent Director. We believe Mr. Lyons’s qualifications to sit on our Board include his global real estate experience, including his experience as a Chief Investment Officer at a real estate concern, which provides valuable insight to discussions of site selection and negotiations as Equinix conducts expansion planning and management of its real estate portfolio, as well as his knowledge of capital markets and executive leadership and management experience.

Christopher Paisley has served as a member of our Board since July 2007 and as Lead Independent Director since February 2012. Mr. Paisley has been the Dean’s Executive Professor of Accounting and Finance at the Leavey School of Business at Santa Clara University since January 2001. From September 1985 until May 2000, Mr. Paisley was the Senior Vice President of Finance and Chief Financial Officer of 3Com Corporation. Mr. Paisley currently serves as a director of Bridge Capital Holdings, Fortinet, Inc., and as Chairman of the Board of Directors of Volterra Semiconductor Corporation, all public companies, and as a director of several privately held companies. He also previously served as a director of the public companies 3PAR Inc. and Electronics for Imaging, Inc. during the past five years. We believe Mr. Paisley’s qualifications to sit on our Board include his accounting and finance expertise, his experience as a Chief Financial Officer at a technology company, and his extensive public company board and audit committee experience.

Stephen Smith has served as our Chief Executive Officer and President and as a member of our Board since April 2007. Prior to joining us, Mr. Smith served as Senior Vice President at HP Services, a business segment of Hewlett-Packard Co., from January 2005 to October 2006. Prior to joining Hewlett-Packard Co., Mr. Smith served as Vice President of Global Professional and Managed Services at Lucent Technologies Inc., a communications solutions provider, from September 2003 to January 2005. From October 1987 to September 2003, he spent 17 years with Electronic Data Systems Corporation (“EDS”), a business and technology solutions company, in a variety of positions, including Chief Sales Officer, President of EDS Asia-Pacific, and President of EDS Western Region. Mr. Smith serves on the board of directors of one privately held company and on the Board of Directors and Audit Committee of Volterra Semiconductor Corporation, a publicly traded company. Mr. Smith previously served as a director of the public company 3PAR Inc. during the past five years. We believe Mr. Smith’s understanding of Equinix’s needs, challenges and opportunities that he has acquired as our Chief Executive Officer and President, an extensive career history at technology services and critical infrastructure companies, and prior executive leadership and management experience, qualify him to serve on our Board.

Peter Van Camp has served as our Executive Chairman since April 2007. Prior to becoming Executive Chairman, Mr. Van Camp served as our Chief Executive Officer and as a director since May 2000 and as President since March 2006. In addition, in December 2005, Mr. Van Camp was re-elected as Chairman of the Board, having previously served in that capacity from June 2001 to December 2002. From January 1997 to May 2000, Mr. Van Camp was employed at UUNET, the Internet division of MCI (formerly known as WorldCom), where he served as President of Internet Markets and as President of the Americas region. During the period from May 1995 to January 1997, Mr. Van Camp was President of Compuserve Network Services, an Internet access provider. Before holding this position, Mr. Van Camp held various positions at Compuserve, Inc. during the period from October 1982 to May 1995. He also served as a director of Packeteer, Inc., a public company, previously during the past five years. We believe Mr. Van Camp’s long history with Equinix, in the roles of Chief Executive Officer, President and Executive Chairman, dating back to 2000, in addition to his communications services and internet infrastructure background and his extensive experience at technology services companies, qualify him to serve on our Board.

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Equinix is asking the stockholders to ratify the appointment of PricewaterhouseCoopers LLP as Equinix’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting will be required to ratify the selection of PricewaterhouseCoopers LLP.

If the stockholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Equinix and its stockholders.

PricewaterhouseCoopers LLP has audited Equinix’s financial statements since 2000. Its representatives are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL 2

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The Audit Committee serves as the representative of the Board for general oversight of Equinix’s financial accounting and reporting process, system of internal control, audit process, process for monitoring compliance with laws and regulations, and Equinix’s Code of Ethics for Chief Executive Officer and Senior Financial Officers. The Audit Committee annually appoints an independent registered public accounting firm to express an opinion on the financial statements and on Equinix’s internal control over financial reporting based on an integrated audit. A more detailed description of the functions of the Audit Committee can be found in Equinix’s Audit Committee Charter, published on the corporate governance section of Equinix’s website at www.equinix.com.

During fiscal year 2011, the Audit Committee consisted of Messrs. Clontz, Hromadko and Paisley. Mr. Paisley is the Audit Committee’s chairman and financial expert. The Audit Committee held eight meetings during the last fiscal year.

Equinix’s management has primary responsibility for preparing Equinix’s financial statements and maintaining Equinix’s financial reporting process. Equinix’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”), is responsible for expressing an opinion on the conformity of Equinix’s audited financial statements to generally accepted accounting principles and on Equinix’s internal control over financial reporting based on an integrated audit. The Audit Committee serves a board-level oversight role in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm and the experience of the Audit Committee’s members in business, financial and accounting matters.

In this context, the Audit Committee hereby reports as follows:

Aggregate fees for professional services rendered for Equinix by PricewaterhouseCoopers as of, or for the years ended December 31, 2011 and 2010, were:

		December 31,
		2011				2010
Audit		$	3,819,645			$	3,920,266
Audit-related			1,269,150				818,320
Tax			40,000				57,713
All Other			0				122,328
Total		$	5,128,795			$	4,918,627

The Audit fees for the years ended December 31, 2011 and 2010, respectively, were for professional services rendered for the audits of the consolidated financial statements of Equinix and its subsidiaries’ audits. In addition, the professional services included comfort letters, consents and assistance with the review of documents filed with the Securities and Exchange Commission.

The Audit-related fees for the years ended December 31, 2011 and 2010, respectively, were for assurance and related accounting and advisory services related to debt offerings, non-controlling interest accounting, acquisitions and related purchase accounting and other projects requiring audit related services.

The Tax fees for the years ended December 31, 2011 and 2010, respectively, were for services related to tax compliance, tax planning and tax advice relating to various projects.

The All Other fees for the year ended December 31, 2010 were for services relating to special projects, including acquisition related due diligence.

Equinix’s Audit Committee adopted pre-approval policies and procedures for audit and non-audit services during the fiscal year 2003. All audit, audit-related and tax services are approved in advance by Equinix’s Audit Committee to assure they do not impair the independence of Equinix’s independent registered public accounting firm. At the beginning of each fiscal year, management prepares an estimate of all such fees for the duration of the fiscal year and submits the estimate to the Audit Committee for review and pre-approval. Any modifications to the estimates are submitted to the Audit Committee for pre-approval at the next regularly scheduled Audit Committee meeting, or if action is required sooner, to the chairman of the Audit Committee. All fees paid to Equinix’s independent registered public accounting firm during the fiscal years 2011 and 2010 were in accordance with this pre-approval policy.

Based on the Audit Committee’s discussion with management and the independent registered public accounting firm and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee approved the audited financial statements and recommended that the audited financial statements be included in Equinix’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2011, for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also approved, subject to stockholder ratification, the selection of PricewaterhouseCoopers LLP as Equinix’s independent registered public accounting firm.

Each of the members of the Audit Committee is independent as such term is defined under the rules of the Securities and Exchange Commission and the listing standards of the NASDAQ Stock Market.

Submitted by the following members of the Audit Committee:

Christopher Paisley, Chairman
Steven Clontz
Gary Hromadko

PROPOSAL 3

ADVISORY NON-BINDING VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 contains a provision that is commonly known as “Say-on-Pay.” Say-on-Pay gives our stockholders an opportunity to vote on an advisory, non-binding basis to approve the compensation of our named executive officers as disclosed in this proxy statement.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation program and practices described in this proxy statement. Please read the Compensation Discussion and Analysis and the executive compensation tables and narrative disclosure for a detailed explanation of our executive compensation program and practices and also consider the following factors:

In the still challenging macroeconomic climate, in 2011 Equinix delivered revenue growth of 32% and adjusted EBITDA (defined as income or loss from operations before depreciation, amortization, accretion, stock-based compensation, restructuring charges and acquisition costs) growth of 36% over 2010 levels. These results enabled Equinix to continue to invest in the business in 2011, through organic expansions, the acquisition of an approximately 53% indirect, controlling equity interest in ALOG Data Centers do Brazil S.A., which extended our presence into the Sao Paulo and Rio de Janeiro markets in Brazil, and through other investments to scale the business for future growth opportunities.

The compensation program for the named executive officers at Equinix is tied directly to the performance of the business to ensure strong growth and value creation for stockholders, using metrics we believe best indicate the success of our business. This philosophy is illustrated by the following examples:

Accordingly, we ask that you vote “FOR” the following resolution:

“RESOLVED, that the stockholders of Equinix, Inc. hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement.”

This advisory vote on executive compensation is not binding on us. However, the Board and the Compensation Committee highly value the opinions of our stockholders. To the extent there is a significant vote against this proposal, we will seek to determine the reasons for our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns when making future executive compensation decisions.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL 3

EXECUTIVE OFFICERS

The following are the executive officers of Equinix, with the exception of Mr. Smith, Equinix’s Chief Executive Officer and President whose information appears in the section “Election of Directors,” their ages as of April 30, 2012, their positions and offices held with Equinix and certain biographical information. All serve at the discretion of the Board.

Executive Officers		Age		Positions and Offices Held with Equinix
Keith Taylor		50		Chief Financial Officer
Peter Ferris		54		Chief Sales Officer
Charles Meyers		46		President, Equinix Americas
Eric Schwartz		45		President, Equinix EMEA

Keith Taylor has served as our Chief Financial Officer since September 2005. From February 2001 to September 2005, Mr. Taylor served as our Vice President, Finance and Chief Accounting Officer. In addition, from February 1999 to February 2001, Mr. Taylor served as our Director of Finance and Administration. Before joining us, Mr. Taylor was employed by International Wireless Communications, Inc., an operator, owner and developer of wireless communication networks, as Vice President Finance and Interim Chief Financial Officer. Prior to joining International Wireless Communications, Inc., Mr. Taylor was employed by Becton Dickinson & Company, a medical and diagnostic device manufacturer, as a senior sector analyst for the diagnostic businesses in Asia, Latin America and Europe.

Peter Ferris has served as Chief Sales Officer since September 2010. Previously, he served as our President, Equinix U.S. from January 2008 to September 2010, as our Senior Vice President, Worldwide Sales from December 2006 to January 2008, and as Vice President, Worldwide Sales from July 1999 to December 2006. During the period from June 1997 to July 1999, Mr. Ferris was Vice President of Sales for Frontier Global Center, a provider of complex web site hosting services. From June 1996 to June 1997, Mr. Ferris served as Vice President, Eastern Sales at Genuity Inc., an Internet services provider. From December 1993 to June 1996, Mr. Ferris was Vice President, mid-Atlantic sales at MFS DataNet Inc., a telecommunications services provider.

Charles Meyers has served as President, Equinix Americas since September 2010. Prior to joining us, Mr. Meyers was employed at VeriSign, an Internet security company now part of Symantec Corp., from November 2006 to March 2010, most recently as Group President of Messaging and Mobile Media, and as a Product Group Executive for the Security and Communications portfolio. Prior to joining VeriSign, Mr. Meyers held various positions at Level 3 Communications, a communications services company, including Group Vice President of Global Marketing, President of IP and Data Services and Senior Vice President, Softswitch Services, from August 2001 to May 2006.

Eric Schwartz has served as President, Equinix EMEA since June 2008. Previously, he served as our Chief Development Officer from January 2008 to June 2008 and as Vice President, Strategy and Services from May 2006 to January 2008. Prior to joining us, Mr. Schwartz was Vice President of IP Communications at BellSouth, a telecommunications company, where he was employed from November 1997 to February 2006.

Executive Compensation and Related Information

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes Equinix’s executive compensation policies and decisions for the individuals who served as our chief executive officer and chief financial officer during 2011, as well as the other individuals included in the 2011 Summary Compensation Table in this proxy statement, who are collectively referred to as the named executive officers. Those individuals are:

Executive Summary

In the still challenging macroeconomic climate, in 2011 Equinix delivered revenue growth of 32% and adjusted EBITDA growth of 36% over 2010 levels. This followed a strong 2010, with revenue growth of 38% and adjusted EBITDA growth of 33% over 2009. These results enabled Equinix to continue to invest in the business in 2011, through organic expansions, the acquisition of an approximately 53% indirect, controlling equity interest in ALOG Data Centers do Brazil S.A., which extended our presence into the Sao Paulo and Rio de Janeiro markets in Brazil, and through other investments to scale the business for future growth opportunities. The 2011 compensation of our named executive officers reflects this strong performance, as Equinix’s results funded 100% of the potential annual incentive compensation awards and enabled the named executive officers to earn 100% of their maximum potential long-term incentive compensation.

The compensation program for the named executive officers at Equinix is tied directly to the performance of the business to ensure strong growth and value creation for stockholders, using metrics we believe best indicate the success of our business. This philosophy is illustrated and executed by the following examples and governance features:

In 2011, our compensation program for the named executive officers consisted primarily of base salary, annual incentive compensation, and long term incentive compensation in the form of performance-based RSUs, for total potential compensation in 2011 as follows⁽²⁾:

Finally, in 2011 we held our first stockholder advisory vote on executive compensation. The proposal received significant stockholder support, with over 95% of shares represented in person or by proxy at the meeting, and entitled to vote on the matter, voting in favor of our program. Due to this strong showing, the

2011 Program Philosophy and Objectives

Our executive compensation philosophy and objectives are to align executive compensation with Equinix’s short-term and long-term business objectives and performance and to ensure that the compensation paid to each executive officer reflects Equinix’s performance, the executive officer’s contribution to Equinix, and his level of performance. Consistent with our compensation philosophy, a significant percentage of each executive officer’s total compensation is tied to performance. Though the Compensation Committee sets each compensation element for each executive officer individually, in 2011 the average overall potential pay mix for the named executive officers was⁽³⁾:

2011 Pay Positioning

In making compensation decisions for 2011, the Compensation Committee assessed compensation levels against data provided by its consultant, Compensia, and approved compensation plans and arrangements taking into account our competitive market for talent, including a peer group of companies against which we compare our performance and executive compensation programs.

For 2011, our goal was to provide base salary targeted at the 50^th percentile and total cash compensation targeted between the 50^th and 75^th percentiles of market competitive pay practices if targeted levels of performance were achieved under the annual cash incentive plan. We generally targeted equity compensation at the 75^th percentile of market competitive pay practices, with upside potential at the 90^th percentile, to aggressively align executive performance and rewards to company results and stockholder interests. We believe our company’s strong performance in recent years, and the fact that a significant percentage of each executive officer’s total compensation is tied to performance and thus “at risk,” supports our target pay positioning.

We use proxy statement data and technology industry survey data to define our competitive market. With the assistance of Compensia, a preliminary list of peer group companies was selected to establish the competitive market for the compensation of our executive officers. Factors considered in developing the peer group were company type, business focus, revenue, number of employees, geographic location, net income and operating income, and market capitalization. The peer group was reviewed and approved by the Chief Executive Officer and the Compensation Committee. Our peer group will be reviewed annually to ensure it reflects changes in our market and competitors for business and talent. For 2011 compensation decisions, our peer group consisted of the following companies:

In 2010, we participated in the AON/Radford High Technology compensation survey and used peer market data from a subset of the survey to benchmark our executive positions. This market data included 11 companies from our peer list with revenues from $500 million to $3 billion in the following industries: network products/services, software products/services and telecommunications products/services.

The Compensation Committee reviews the executive compensation levels of our executive officers at least annually to determine positioning to the competitive market. If an element of compensation is found to be below the desired target level, a recommendation may be made by the Chief Executive Officer, or by the Executive Chairman in the case of the Chief Executive Officer, to adjust that element of compensation in light of our compensation philosophy and individual performance. Likewise, if the review shows an element of our compensation to be above the desired target level, that data is also taken into consideration in determining compensation position and movement for that individual. Our philosophy is not to reduce compensation but instead to work with the various elements comprising total compensation to adjust as needed. For example, a compensation element’s growth may be slowed, or frozen, to achieve targeted total compensation.

2011 Compensation-Setting Process

The 2011 compensation for the named executive officers was first considered by the Compensation Committee in November 2010 and approved at various points in 2011. In addition to reviewing executive officers’ compensation against the competitive market, the Compensation Committee also considers recommendations from the Chief Executive Officer regarding each compensation element for the executive officers who report directly to him based on the competitive market data and his assessment of their individual performance. The Chief Executive Officer, as the manager of the executive team, assesses the named executive officers’ contributions to Equinix’s performance and makes a recommendation to the Compensation Committee with respect to any merit increase in base salary, target annual incentive compensation opportunity and equity awards for each named executive officer, other than himself. Each element of compensation is recommended to the Compensation Committee based upon the individual’s performance as well as internal equity within the framework established through the competitive market data. The Compensation Committee meets to evaluate, discuss and modify or approve these recommendations based on their own judgment. For 2011, the Board, led by the Executive Chairman, conducted a similar evaluation of the Chief Executive Officer’s performance and approved his compensation elements.

Members of management support the Compensation Committee in its work by preparing periodic analysis and modeling related to the compensation programs, and providing frequent updates on programs that fall under the Compensation Committee’s responsibility. In addition, the Compensation Committee has the exclusive authority under its charter to engage the services of independent outside counsel, consultants, accountants and other advisers to assist it in carrying out its duties. Since 2006, the Compensation Committee has engaged the services of Compensia to advise it on matters related to compensation for executive officers and other key employees, and on best practices to follow as they review and make decisions on Equinix’s compensation programs. Our Chief Executive Officer attends most Compensation Committee meetings and reviews and provides input on agendas and compensation proposals and recommendations brought before the Compensation Committee for review and approval.

In connection with the 2011 compensation decisions, in November 2010 Compensia prepared and presented to the Compensation Committee a detailed executive compensation analysis, assessing Equinix’s current and proposed executive pay and financial performance as compared to our peer group. For our executive officers, including the named executive officers, Compensia identified any gaps between the current and target pay positioning and presented market competitive data for each position for base salary, target annual incentive compensation opportunity and long-term incentive compensation to provide a framework and guide for making individual compensation decisions.

In addition, at the same meeting, Compensia provided the Compensation Committee with “tally sheets” outlining the total dollar compensation paid to each named executive officer in 2007, 2008, 2009 and 2010, including base salary, annual incentive compensation, long-term equity compensation, and other compensation. The tally sheets also included an equity award grant history, a summary of stock option exercises and restricted stock vesting, an analysis of outstanding equity held and its unrealized potential gain over a four-year period, and a summary of total potential stock ownership. The tally sheets also outlined and quantified the potential payments upon termination of employment or change-in-control that would be paid to each named executive officer. Finally, the tally sheets included the unvested equity value as a multiple of base salary and an illustration of how the value of Equinix’s 2010 compensation elements compared to the 2011 peer group for similar positions. The Compensation Committee used the tally sheet information as a basis for understanding recommended changes to the elements of our executive compensation program and to evaluate the degree to which unvested shares held by a named executive officer encouraged retention.

Compensia continues to advise the Compensation Committee on an on-going basis and a representative from the firm attends all Compensation Committee meetings. In 2011, Compensia performed its annual market review of executive pay practices, perquisites and benefits, as discussed above, and director compensation. Compensia also provides routine updates to the Compensation Committee regarding legal and regulatory trends. In 2011, Compensia also provided the Compensation Committee with modeling and recommendations for Equinix’s equity structures for non-executives.

Principal Elements of Executive Compensation

Base Salary

Base salary for the executive officers is established based on the underlying scope of their respective responsibilities, taking into account competitive market compensation data and individual performance. In February 2011, based on the November 2010 executive compensation assessment and the recommendations of the Chief Executive Officer (except with respect to his own salary which was recommended by Equinix’s Executive Chairman in consultation with the Board), base salaries for our named executive officers were approved by the Compensation Committee, or the Board in the case of the Chief Executive Officer, effective March 5, 2011 as follows:

Name		Prior Salary				New Salary				Increase
Stephen Smith		$	550,000			$	625,000				14	%
Keith Taylor		$	367,500			$	422,600				15	%
Jarrett Appleby		$	319,300			$	328,900				3	%
Peter Ferris		$	329,600			$	339,400				3	%
Eric Schwartz		$	309,000			$	325,000				5	%

In 2011, named executive officer salaries were positioned based on our philosophy of the 50^th – 75^th market percentiles for total cash compensation. The base salary increases for Mr. Smith and Mr. Taylor were based on their individual performance, the aggressive continued upward movement of base salaries in the competitive market, and our desire to keep total cash compensation aligned to our philosophy. The base salary increase for Mr. Schwartz was based on his individual performance along with movement in the competitive market. The base salary increases for Mr. Ferris and Mr. Appleby represented 3% increases to reward company and team performance in alignment with Equinix’s overall compensation merit increase philosophy.

Annual Incentive Compensation

Annual incentive compensation for the named executive officers is linked to the attainment of Equinix’s corporate growth goals and is not tied to individual performance. This focus on team performance at the executive level is designed to align senior leaders towards common goals. Accordingly, in February 2011, the Compensation Committee adopted the 2011 incentive plan, pursuant to which the named executive officers were eligible to earn an annual bonus payable in fully vested RSUs. While in the past annual incentive compensation was paid in the form of cash, the 2011 incentive plan was designed to allow for payment of annual incentive compensation in the form of fully vested RSUs for certain salary grades to preserve cash in the uncertain economic environment. However, these cash savings were not taken into account in determining whether the adjusted EBITDA performance goals for 2011 were met.

Under the 2011 incentive plan, the Compensation Committee assigned each named executive officer an annual target bonus opportunity tied to the achievement of specific goals related to revenue and adjusted EBITDA as set forth in the 2011 operating plan approved by the Board. The target bonus opportunity set for each named executive officer was based on the target bonuses for comparable positions in our competitive market, targeting the 50^th – 75^th percentiles for total cash compensation, and was stated in terms of a percentage of the named executive officer’s base salary. For 2011, the Compensation Committee approved an increase in the target bonus opportunity of Mr. Smith from 100% to 110% and an increase in the target bonus opportunity of Mr. Taylor from 65% to 80%. These increases were designed to keep target total cash compensation, including salary and variable pay mix, on pace with the competitive market. There were no changes to the target bonus opportunities, as a percentage of base salary, from 2010 for Mr. Appleby,

Mr. Ferris or Mr. Schwartz. Under the 2011 annual incentive plan, as a percentage of base salary, target bonus opportunities were as follows:

100% of the 2011 incentive plan was to be funded if Equinix achieved or exceeded the revenue and adjusted EBITDA goals set forth in the 2011 operating plan. The revenue goal was weighted at 25% and the adjusted EBITDA goal was weighted at 75%. For every 1% below operating plan for revenue, the revenue portion of the incentive plan pool would be reduced by 20% and for every 1% below operating plan for adjusted EBITDA, the adjusted EBITDA portion of the incentive plan pool would be reduced by 20%. There would be no pool if revenue and adjusted EBITDA were 95% or less than the operating plan target. The revenue and adjusted EBITDA goals were to be adjusted for one-time events, such as expansion centers or acquisitions, not contemplated in the operating plan, and would exclude the impact of fluctuations in foreign currencies against the foreign currency rates applied in the 2011 operating plan. In addition, the Compensation Committee could reduce or eliminate the actual award that otherwise would be payable should economic conditions warrant it.

The Board approved a revenue goal for 2011 of $1,510 million and an adjusted EBITDA goal for 2011 of $675 million. These goals were consistent with bookings growth we had experienced in the past, while taking into account the available inventory in each of our markets and the unfolding global economic conditions. The goals also contemplated strong growth in the U.S., Europe and Asia, investment in headcount and key areas to scale Equinix to the appropriate operating level and continued expansion in key markets where inventory was limited or would become limited during the year and where we saw customer demand. When adjusted for one-time events as described above, on a constant currency basis our 2011 revenue was approximately $1,548.2 million and adjusted EBITDA was approximately $720.2 million. Thus, for 2011, Equinix exceeded our revenue and adjusted EBITDA goals and, accordingly, funded 100% of the 2011 incentive plan. Bonus awards (calculated based on salary in effect at year-end) were paid in the form of fully vested RSUs as follows⁽⁴⁾:

Long-Term Equity Compensation

To date, other than awards granted to new hires, restricted stock and RSU awards granted to our named executive officers have generally contained performance-based vesting requirements with additional service-based vesting requirements if the performance conditions are met. The Compensation Committee believes that restricted stock and RSU awards with performance-based vesting encourage executive performance by focusing on long-term growth and profitability which it believes are the primary drivers of stockholder value creation.

Generally, a market competitive equity award is made in the year that an executive officer commences employment with Equinix. Thereafter, additional “refresh” awards are generally made during the first quarter of each year. The size of each award is based upon consideration of a number of factors, including consideration of the individual’s position with Equinix, their potential for future responsibility and promotion, their individual performance in the recent period, Equinix’s performance in the recent period, the competitive marketplace trends, internal equity and the retention value of unvested options or shares held by the individual

at the time of the new grant. In general, the desired pay position for long-term equity compensation for executives is between the 75^th and 90^th percentiles of the competitive market data.

In February 2011, the Compensation Committee discussed long-term incentive compensation awards for the executive officers, including the named executive officers. The Compensation Committee considered a proposal for performance-based awards, including a methodology for measuring performance, and proposed award sizes, and granted awards of RSUs to the named executive officers with both performance-based and service-based vesting requirements. These RSU awards were 100% at risk and could be earned only if Equinix achieved revenues of at least $1,465 million and adjusted EBITDA of at least $655 million in 2011. The number of RSUs earned would then be determined linearly based on the degree of achievement of such revenue and adjusted EBITDA targets, from 45% of the award (upon achievement of revenue and adjusted EBITDA goals of $1,465 million and $655 million, respectively) to 120% of the award (upon achievement of revenue and adjusted EBITDA goals of $1,525 million and $692.5 million, respectively). 50% of any earned RSUs would vest upon certification that Equinix had achieved at least the minimum revenue and adjusted EBITDA goals for 2011; 25% of the RSUs on February 15, 2013; and the remaining 25% of the RSUs on February 15, 2014.

The revenue and adjusted EBITDA goals excluded the impact of fluctuations in foreign currencies against the foreign currency rates used in the 2011 operating plan. The Board or the Compensation Committee could also adjust the revenue and adjusted EBITDA goals set forth above from time to time prior to the end of 2011 to take into account losses from discontinued operations, the cumulative effect of accounting changes, acquisitions or divestitures, sales of assets, and/or IBX expansions not contemplated by Equinix at the time of grant.

Based upon the subjective view of the Chief Executive Officer and the Compensation Committee (or the Board, in the case of the Chief Executive Officer) of the performance of Equinix and the individual, for 2011 awards were granted to award the named executive officers at or near the 90% market percentile should over performance against the performance goals in the RSUs be achieved.

When adjusted for currency fluctuations and one-time events as described above, we exceeded our goals by achieving revenues of approximately $1,548.2 million and adjusted EBITDA of approximately $720.2 million. The certification of this over-performance triggered the awards below, with 50% vesting immediately and the remainder vesting through 2014 as described above. The actual awards earned by our named executive officers were as follows:

Severance, Change-in-Control and other Post-Employment Programs

As described in detail under “Potential Payments Upon Termination or Change-in-Control” in this proxy statement, we have entered into a severance agreement as a part of each named executive officer’s offer of employment which provides for a severance payment and benefits in the event his employment is terminated for any reason other than cause or he voluntarily resigns under certain circumstances as described in the agreement. In the case of Mr. Appleby and Mr. Schwartz, these agreements are “double trigger” and provide for severance payments and benefits only if the termination or voluntary resignation occurs in connection with a change-in-control of Equinix. The severance agreements of Mr. Appleby and Mr. Schwartz also specify that they cannot voluntarily resign for four months following a change-in-control of Equinix and still trigger the benefits under the severance agreement. This “stay-put” clause was requested by the Compensation Committee to require that these named executive officers stay to assist with any transition after a change-in-control. Mr. Smith’s severance agreement provides that any restricted stock outstanding on the date of termination of employment will vest pro rata as to any partially completed installment. All of the severance agreements have a three-year term and none provide for tax gross-ups. The severance program is a competitive element of executive recruitment and compensation, and allows for a temporary source of income in the event of an executive officer’s involuntary termination of employment. In addition, in the case of

executive officers with “double trigger” agreements, the program is also designed to keep these executive officers focused on a transaction designed to benefit stockholders even if a job loss may result.

Mr. Schwartz also has an expatriate agreement that provides that, upon his repatriation, Equinix will use reasonable efforts to find a comparable position for him at corporate headquarters in California or another mutually agreed upon location. If, at that time, no comparable position is available for him in the United States, he will receive a severance payment equal to 12 months’ base salary and a payment that is representative of his pro rata bonus for the year in which he returns from his assignment, in exchange for a signed waiver and release of claims. We believe this severance payment to be reasonable given that Mr. Schwartz has relocated his family overseas at our request. This benefit is not contingent upon a change-in-control of Equinix. If Mr. Schwartz becomes eligible for severance payments under his expatriate agreement and also under his severance agreement, as described above, he will not be eligible to receive both, but will receive the severance payment which is more beneficial.

Restricted stock or stock unit awards granted to our named executive officers vest as to 50% (and options will vest as to 0%) of the outstanding unvested portion of such awards, in connection with an involuntarily termination or voluntary resignation under certain circumstances, within 12 months following a change-in-control, in the case of an involuntary termination, and between the date that is four months following a change-in-control and the date that is 12 months following a change-in-control, in the case of a voluntary resignation. We believe some provision for acceleration of equity awards in connection with changes-in-control protects the stockholders’ interests by encouraging our executive officers to continue to devote their attention to their duties and to facilitate an acquisition with minimized distraction, and by neutralizing bias the executive officers might have in evaluating acquisition proposals that could result in a loss of equity compensation. In addition, we believe that the events triggering payment, both a change-in-control and an involuntary termination of employment, and then only when there is no misconduct by the executive officer, are reasonable hurdles for the ensuing rewards.

Benefits and Perquisites

Retirement, life, health and other welfare benefits at Equinix are the same for all eligible employees, including the named executive officers, and are designed to be aligned to our competitive market. Equinix shares the cost of health and welfare benefits with all of our eligible employees and offers an employer matching contribution to participant contributions to our Section 401(k) plan, for which all employees, including the named executive officers, are eligible. In 2011, each named executive officer received the maximum match of $7,350. In general, Equinix does not offer perquisites to its named executive officers, except as described below.

In November 2008, the Compensation Committee approved an Executive Physical Program. This program is designed to proactively manage health risks for our executive officers.

In April 2008, the Compensation Committee approved an expatriate agreement for Mr. Schwartz in connection with his assumption of the leadership role of our European business, headquartered in London, England, in June 2008. In February 2010 the expatriate agreement was amended to extend the term to August 2012. For a complete discussion of the benefits incurred under the expatriate agreement in 2011, see the 2011 Summary Compensation Table in this proxy statement.

None of our named executive officers received tax gross-ups or other amounts during 2011 for the payment of taxes in connection with other compensation payments, with the exception of Mr. Schwartz, in connection with his overseas assignment. For further information, see the 2011 Summary Compensation Table in this proxy statement.

Accounting and Tax Considerations

Accounting Considerations

Base salary and annual incentive compensation are recorded as an expense for financial reporting purposes by Equinix over the period the services are rendered by the individual employees. In terms of long-term equity compensation, the fair value of stock options and restricted stock and RSU awards, determined as of their grant date, is amortized as an expense for financial reporting purposes over the awards’ vesting period.

For 2011, the total compensation expense of Equinix’s equity compensation programs under Financial Accounting Standards Board Accounting Standards Codification Topic 718, requiring that all equity-based awards to employees be recognized in the income statement based upon their fair value over the requisite service period, was approximately $71.5 million. The total compensation expense is considered by management in setting equity compensation levels at Equinix.

Tax Considerations

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct for federal income tax purposes in any one year with respect to our Chief Executive Officer or any of our three other most highly compensated executive officers (excluding our chief financial officer) (each referred to as a “covered employee”). There is an exemption to the $1 million limitation for performance-based compensation meeting certain requirements.

With the intention of qualifying for the exemption from the $1 million deduction limitation, our stockholders approved a limitation under our 2000 Equity Incentive Plan on the maximum number of shares of common stock for which any one participant may be granted stock options per fiscal year and, in 2007, our stockholders approved performance criteria and other terms intended to permit us to grant long-term incentive awards (including performance-based RSUs) for covered employees under our Incentive Plan that would be performance-based for purposes of the exemption from the limitations of Section 162(m). We are asking stockholders to reapprove these performance terms this year. For further information, see Proposal 4 elsewhere in this proxy statement.

Cash awards under the annual incentive program are subject to the $1 million deduction limitation when aggregated with other non-exempt compensation.

To maintain flexibility in compensating our named executive officers, the Compensation Committee has not adopted a policy requiring all compensation to be deductible. Although approximately $500,000 of the amount we recorded as compensation to certain named executive officers in 2011 was non-deductible as a result of the limitation of Section 162(m), the limitation does not cause substantial impact to our income tax position. The Compensation Committee may approve compensation or changes to plans, programs or awards that may cause the compensation or awards not to comply with Section 162(m) if it determines that such action is appropriate and in our best interests.

Compensation Committee Report

Equinix’s Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

Irving Lyons, III, Chairman
Scott Kriens
William Luby

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by, or paid to each individual who served as Equinix’s “principal executive officer,” Equinix’s “principal financial officer,” and Equinix’s three other most highly compensated executive officers for the year ended December 31, 2011 (our “named executive officers”).

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards(1)(2) ($)				Non-Equity Incentive Plan Compensation(2)(3) ($)				All Other Compensation ($)				Total ($)
Stephen Smith Chief Executive Officer & President			2011				610,577				—				5,873,900				—				7,350	(4)			6,491,827
			2010				535,897				—				4,363,065				550,000				7,350				5,456,312
			2009				490,000				—				2,307,396				490,000				15,562				3,302,958
Keith Taylor Chief Financial Officer			2011				412,004				—				2,326,200				—				7,350	(4)			2,745,554
			2010				361,992				—				1,899,839				238,875				7,350				2,508,056
			2009				342,500				—				1,442,123				222,625				8,884				2,016,132
Jarrett Appleby Former Chief Marketing Officer(5)			2011				327,054				—				1,563,935				—				10,782	(6)			1,901,771
			2010				315,498				—				904,685				175,615				7,350				1,403,148
			2009				305,000				167,750				412,035				—				7,350				892,135
Peter Ferris Chief Sales Officer			2011				337,515				—				1,257,890				—				7,350	(4)			1,602,755
			2010				325,676				—				1,085,622				214,240				7,350				1,632,888
			2009				308,333				—				741,663				200,716				7,566				1,258,278
Eric Schwartz President, Equinix EMEA			2011				321,923				—				1,248,530				—				1,290,991	(7)			2,861,444
			2010				305,321				—				1,085,622				200,850				516,230				2,108,023
			2009				285,000				—				741,663				185,250				486,756				1,698,669

Equinix has not entered into employment agreements with any of the named executive officers, with the exception of the expatriate agreement with Mr. Schwartz (pursuant to which we agreed to provide benefits including a $35,920 annual cost of living adjustment, company-provided housing, an automobile allowance, an educational allowance and a tax equalization provision to the extent his taxes in the United Kingdom exceed the taxes he would have paid in the United States). Equinix has entered into severance agreements pursuant to which each named executive officer is entitled to cash severance upon certain terminations of employment, and our named executive officers are also entitled to certain vesting acceleration benefits upon a change-in-control of Equinix. See the section entitled “Potential Payments upon Termination or Change-in Control” elsewhere in this proxy statement for detailed information.

Equinix does not have defined benefit pension plans or non-qualified deferred compensation plans for the named executive officers.

2011 Grants of Plan-Based Awards

The table below sets forth each non-equity incentive plan award and equity award granted to Equinix’s named executive officers during fiscal year 2011.

Our 2011 annual incentive plan provided for target bonuses if Equinix achieved the revenue and adjusted EBITDA goals in its 2011 operating plan. However, for 2011, the amounts were to be paid in fully vested RSUs, so these target bonus amounts are included as an “Equity Incentive Plan” in the table below. Under the 2011 annual incentive plan, the revenue goal was weighted at 25% and the adjusted EBITDA goal was weighted at 75%. For every 1% below operating plan for revenue, the revenue portion of the incentive plan pool was subject to reduction by 20% and for every 1% below operating plan for adjusted EBITDA, the adjusted EBITDA portion of the incentive plan pool was subject to reduction by 20%, such that no bonuses were payable if revenue and adjusted EBITDA were each 95% or less than the operating plan target.

The amounts in the “Equity Incentive Plan Award” column reflect RSUs granted during fiscal 2011 with both service and performance vesting requirements. None of these RSUs would be earned unless Equinix achieved 95% of both revenue and adjusted EBITDA goals for 2011, with the actual number of RSUs (ranging from the “minimum” to the “maximum” amounts in the table) based on the extent to which Equinix achieved the goals. The earned RSUs would then vest subject to continued service as follows: 50% in February 2012 and an additional 25% in each of February 2013 and February 2014. As further described in “Compensation Discussion and Analysis” above, in February 2012, our Compensation Committee determined that the number of RSUs earned was at the maximum level based on our achievement of our 2011 revenue and adjusted EBITDA goals.

						Estimated Possible Payouts Under Equity Incentive Plan Awards(1)				Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units (#)				Grant Date Fair Value of Stock and Option Awards(3) ($)
Name		Grant Date				Target(2) ($)				Minimum (#)				Target (#)				Maximum (#)
Stephen Smith			N/A			$	687,500				—				—				—				—				—
			2/23/11				—				22,500				50,000				60,000				—			$	5,186,400
Keith Taylor			N/A			$	338,080				—				—				—				—				—
			2/23/11				—				8,625				19,167				23,000				—			$	1,988,120
Jarrett Appleby			N/A			$	180,895				—				—				—				—				—
			2/23/11				—				6,000				13,333				16,000				—			$	1,383,040
Peter Ferris			N/A			$	220,610				—				—				—				—				—
			2/23/11				—				4,500				10,000				12,000				—			$	1,037,280
Eric Schwartz			N/A			$	211,250				—				—				—				—				—
			2/23/11				—				4,500				10,000				12,000				—			$	1,037,280

Outstanding Equity Awards at 2011 Fiscal Year-End

The following table sets forth information regarding each unexercised option and all unvested stock awards held by each of our named executive officers as of December 31, 2011.

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options(#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested(2) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)
Stephen Smith			—				—				—				—				—				—				7,500	(3)			760,500
			—				—				—				—				14,000	(1)			1,419,600				—				—
			—				—				—				—				20,718	(4)			2,100,805				—				—
			—				—				—				—				60,000	(5)			6,084,000				—				—
Keith Taylor			21,500				—				30.02				02/09/2014				—				—				—				—
			—				—				—				—				8,750	(1)			887,250				—				—
			—				—				—				—				9,668	(4)			980,335				—				—
			—				—				—				—				23,000	(5)			2,332,200				—				—
Jarrett Appleby			—				—				—				—				2,500	(1)			253,500				—				—
			—				—				—				—				4,604	(4)			466,846				—				—
			—				—				—				—				16,000	(5)			1,622,400				—				—
Peter Ferris			—				—				—				—				4,500	(1)			456,300				—				—
			—				—				—				—				5,524	(4)			560,134				—				—
			—				—				—				—				12,000	(5)			1,216,800				—				—
Eric Schwartz			—				—				—				—				4,500	(1)			456,300				—				—
			—				—				—				—				5,524	(4)			560,134				—				—
			—				—				—				—				12,000	(5)			1,216,800				—				—

2011 Option Exercises and Stock Vested

The following table shows the number of shares acquired upon exercise of options by each named executive officer during fiscal year 2011 and the number of shares of restricted stock and restricted stock units held by each named executive officer that vested during fiscal year 2011.

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise(1) ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting(2) ($)
Stephen Smith			—				—				47,718			$	4,355,466
Keith Taylor			11,000			$	735,220				25,084			$	2,266,891
Jarrett Appleby			—				—				10,229			$	965,575
Peter Ferris			—				—				15,525			$	1,392,506
Eric Schwartz			—				—				14,734			$	1,325,488

Potential Payments Upon Termination or Change-in-Control

Severance Agreements

We have entered into severance agreements with each of our named executive officers. Under their severance agreements, Mr. Smith, Mr. Taylor and Mr. Ferris are entitled to benefits if they voluntarily resign for good reason or if Equinix terminates their employment for any reason other than cause. Following a change-in-control, the officers may not resign for good reason for a four-month period. Mr. Appleby and Mr. Schwartz are only entitled to severance benefits following a change-in-control, if Equinix terminates their employment for any reason other than cause within 12 months after a change-in-control or if they resign for good reason during the period beginning four months after a change-in-control and ending 12 months after a change-in-control.

In the event of a qualifying termination, these severance agreements provide for the following benefits if the officer signs a general release of claims:

In addition, for terminations following a change-in-control, the officers may be eligible for accelerated vesting of equity as described below under “Equity Vesting Acceleration”.

The severance agreements also contain non-solicitation, non-competition (during employment with Equinix), and cooperation and non-disparagement covenants.

The following definitions are used in the severance agreements with our named executive officers:

In April 2008, we entered into an expatriate agreement with Mr. Schwartz pursuant to which he agreed to relocate to the United Kingdom for approximately two years to serve as our President, Equinix EMEA. In February 2010, the expatriate agreement was extended until August 2012. Pursuant to this expatriate agreement, if we do not have a comparable position for Mr. Schwartz in the United States at the end of his assignment, Mr. Schwartz will be entitled to the greater of the benefits under the severance agreement described above or a lump sum severance payment equal to 12 months of his annual base salary and a pro rata bonus for the year in which the termination occurred, if he signs a release of claims. In addition, if we terminate Mr. Schwartz’s employment during the assignment for any reason other than cause or if Mr. Schwartz resigns and promptly returns to the United States, we will pay the transportation costs to bring Mr. Schwartz, his family and his household goods back to the United States.

The following table estimates the amount of compensation and benefits payable to each of our named executive officers under the severance agreements described above as if their employment terminated upon a qualifying termination on December 30, 2011, the last business day of the last fiscal year.

Name		Base Salary Severance(1)				Bonus Severance(1)				COBRA Premiums(2)				Acceleration of Vesting(3)				Total
Stephen Smith(4)		$	625,000			$	687,500			$	25,018			$	5,190,902			$	6,528,420
Keith Taylor(4)		$	422,600			$	338,080			$	25,018				—			$	785,698
Jarrett Appleby(5)		$	328,900			$	180,895			$	20,971				—			$	530,766
Peter Ferris(4)		$	339,400			$	220,610			$	24,789				—			$	584,799
Eric Schwartz(5)		$	325,000			$	211,250			$	24,168				—			$	560,418

Equity Vesting Acceleration

Pursuant to our 2000 Equity Incentive Plan and 2001 Supplemental Stock Plan, upon a change-in-control of Equinix, if the surviving corporation refuses to assume outstanding equity awards or replace them with comparable awards, each equity award will become fully vested. If equity awards are assumed, our named executive officers’ awards have the following provisions:

The following definitions apply to our named executive officers’ equity awards:

A “change-in-control” includes:

In the case of equity awards granted to our named executive officers after February 2008, the definitions of “cause” and “good reason” are the same as in the officers’ severance agreements.

In the case of equity awards granted to our named executive officers prior to February 2008, an “involuntary termination” includes:

The following table estimates the value of the potential vesting acceleration for each named executive officer in connection with a change-in-control or termination of employment following a change-in-control. We have assumed for this purpose that both the change-in-control and termination of employment occurred on December 30, 2011, the last business day of our last fiscal year.

Name		12-Month Vesting Upon a CIC(1)				Vesting Upon Involuntary Termination Following a CIC(1)(2)				Vesting if Equity Awards Not Assumed or Substituted Following a CIC(1)
Stephen Smith		$	760,500			$	5,562,703			$	10,364,905
Keith Taylor			—			$	2,099,893			$	4,199,785
Jarrett Appleby			—			$	1,171,373			$	2,342,746
Peter Ferris			—			$	1,116,617			$	2,233,234
Eric Schwartz			—			$	1,116,617			$	2,233,234

2011 DIRECTOR COMPENSATION

Equinix uses a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, Equinix considers the competitive compensation market for directors in the high-technology market, the demands of the various roles that directors hold, and the time required to fulfill their duties to Equinix.

Non-employee directors receive a retainer in connection with their service on the Board. For fiscal 2011, the annual retainer was $50,000. In addition, in lieu of regular meeting fees, committee chairs (if any) and members received the following annual retainers for fiscal 2011, payable quarterly in arrears:

Committee		Chairman				Member
Audit		$	30,000			$	15,000
Compensation		$	25,000			$	12,500
Real Estate		$	15,000			$	5,000
Nominating		$	12,500			$	5,000
Governance		$	12,500			$	5,000

Currently, non-employee directors only receive fees for attendance at committee meetings in excess of a specified number of meetings in a calendar year. The committee meeting fees and the threshold number of meetings that must be attended before any meeting fees are paid are:

Committee		Chairman				Member				Threshold Number of Meetings
Audit		$	5,000			$	3,000				12
Compensation		$	5,000			$	3,000				8
Real Estate		$	5,000			$	3,000				6
Nominating		$	5,000			$	3,000				5
Governance		$	5,000			$	3,000				5
Other		$	5,000			$	3,000				6

For fiscal 2012, the Board designated a lead independent director who will be paid a $25,000 annual retainer.

Non-employee directors receive automatic grants of RSUs. Each non-employee director will receive an award of RSUs upon joining the Board with a grant date fair value of $285,000, which will vest in four equal

annual installments from the date of grant. In addition, at our annual stockholders’ meeting, each non-employee director who will continue to be a director after that meeting will automatically be granted an award of RSUs, which will become fully vested on the one-year anniversary of the date of grant. For fiscal 2011, the grant date fair value of these annual awards was $200,000. A new non-employee director who received an initial RSU award will not be eligible to receive an annual RSU award in the same calendar year. The number of shares subject to each RSU award will be equal to the dollar value of the award divided by the closing price of Equinix’s common stock on the date of grant. The RSUs granted to our directors will become fully vested if Equinix is subject to a change-in-control. We allow our non-employee directors to elect to defer settlement of their RSUs. Directors are also eligible to receive discretionary awards under Equinix’s 2000 Equity Incentive Plan. Our stock ownership guidelines for non-employee directors are described under “Corporate Governance”.

The following table sets forth all of the compensation awarded to, earned by, or paid to each non-employee director who served during fiscal year 2011.

Name		Fees Earned or Paid in Cash(1) ($)				Stock Awards(2)(3)(4) ($)				Total ($)
Steven Clontz		$	70,000			$	199,908			$	269,908
Gary Hromadko		$	78,000			$	199,908			$	277,908
Scott Kriens		$	75,000			$	199,908			$	274,908
William Luby		$	62,500			$	199,908			$	262,408
Irving Lyons, III		$	83,000			$	199,908			$	282,908
Christopher Paisley		$	93,000			$	199,908			$	292,908

Mr. Van Camp is our Executive Chairman, but not a named executive officer, and does not receive any additional compensation for services provided as a director. For the year ended December 31, 2011, Mr. Van Camp earned $217,308 in salary and was granted 10,000 RSUs, with the same service and performance vesting requirements as those granted to our named executive officers, for his service as Equinix’s Executive Chairman. Mr. Smith, our Chief Executive Officer, does not receive any additional compensation for services provided as a director.

EQUINIX STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 31, 2012, certain information with respect to shares beneficially owned by (i) each person who is known by Equinix to be the beneficial owner of more than five percent of Equinix’s outstanding shares of common stock, (ii) each of Equinix’s directors and nominees, (iii) each of the executive officers named in Executive Compensation and Related Information, and (iv) all current directors and executive officers as a group. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date. Unless otherwise indicated, the address for each listed stockholder is c/o Equinix, Inc., One Lagoon Drive, Fourth Floor, Redwood City, CA 94065.

		Shares Beneficially Owned
Name of Beneficial Owner		Number of Shares				Percentage of Total
Steven Clontz(1)			34,481				*
Gary Hromadko(2)			152,418				*
Scott Kriens(3)			84,067				*
William Luby			42,269				*
Irving Lyons, III(4)			27,526				*
Christopher Paisley(5)			35,281				*
Stephen Smith			51,966				*
Peter Van Camp			17,334				*
Peter Ferris(6)			26,769				*
Jarrett Appleby			9,265				*
Eric Schwartz			17,730				*
Keith Taylor(7)			79,315				*
Goldman Sachs Asset Management LP (United States)(8) 200 West Street New York, NY 10282			4,021,986				8.48
Coatue Management, LLC(9) 9 West 57th Street New York, NY 10019			3,127,341				6.60
BAMCO, Inc.(10) 767 5th Avenue New York, NY 10153			2,984,566				6.29
Lone Pine Capital LLC(11) Two Greenwich Plaza, Suite 2 Greenwich, CT 06830			2,779,594				5.86
All current directors and executive officers as a group (12 persons)(12)			569,373				1.20

Equity Compensation Plan Information

The following table provides information as of December 31, 2011 with respect to shares of our common stock issuable under our existing equity compensation plans:

		A				B				C
Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans, excluding securities reflected in Column A
Equity compensation plans approved by security holders(1)			2,425,006	(2)(3)		$	21.26	(4)			9,420,450	(5)
Equity compensation plans not approved by security holders			173,257			$	47.41				260,189
Total			2,598,263				N/A				9,680,639

The following equity compensation plan that was in effect as of December 31, 2011 was adopted without the approval of our security holders:

The Equinix, Inc. 2001 Supplemental Stock Plan (the “2001 Plan”) was adopted by the Board on September 26, 2001. We have reserved 1,493,961 shares of common stock for issuance under the 2001 Plan, under which nonstatutory stock options and restricted shares may be granted to non-executive officer employees and consultants of ours or any parent or subsidiary corporation. Options granted under the 2001 Plan must have an exercise price equal to no less than 85% of the fair market value on the date of grant; however, as of December 31, 2011, all options granted under the 2001 Plan have an exercise price equal to 100% of the fair market value on the date of grant. As of December 31, 2011, options to purchase 173,257 shares of common stock were outstanding under the 2001 Plan, 260,189 shares remained available for future grants, and options covering 1,060,515 shares had been exercised. Pursuant the 2001 Plan, upon a change-in-control of Equinix, each outstanding option and all shares of restricted stock will generally become fully vested unless the surviving corporation assumes the option or award or replaces it with a comparable award. Any options or shares of restricted stock, granted prior to February 2008, which are assumed or replaced in the transaction and do not otherwise accelerate at that time will become fully vested if the holder is subject to an involuntary termination within 18 months following the change-in-control. The Board may amend or terminate the 2001 Plan at any time, and the 2001 Plan will continue in effect indefinitely unless the Board of Director decides to terminate the plan earlier.

Section 16(a) Beneficial Ownership Reporting Compliance

The members of the Board, the executive officers of Equinix, and persons who hold more than 10% of Equinix’s outstanding common stock (“Section 16 Insiders”) are subject to the reporting requirements of Section 16(a) of the Exchange Act, which require them to file reports with respect to their ownership of Equinix’s common stock and their transactions in such common stock. Based on (i) the copies of Section 16(a) reports filed for the members of the Board and the executive officers for their 2011 fiscal year transactions in common stock and their common stock holdings and (ii) the written representations received by such persons, Equinix believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by Section 16 Insiders except for one late Form 4 filing reporting settlement of Mr. Luby's vested RSUs due to administrative oversight.

CORPORATE GOVERNANCE

Governance Committee

In May 2008, the Board established a Governance Committee (the “Governance Committee”) to (i) oversee the evaluation of the Board and (ii) review and consider developments in corporate governance practices and to recommend to the Board a set of effective corporate governance policies and procedures applicable to Equinix. A more detailed description on the functions of the Governance Committee can be found in the Governance Committee Charter, published on the corporate governance section of Equinix’s website at www.equinix.com.

Corporate Governance Guidelines

The Board follows the Equinix, Inc. Board of Directors Guidelines on Significant Corporate Governance Issues (the “Guidelines”) published on the corporate governance section of Equinix’s website at www.equinix.com. The Guidelines reflect the Board of Director’s dedication to monitoring the effectiveness of policy and decision-making at the Board of Director’s level. In conjunction with the Governance Committee, the Board will continue to monitor the effectiveness of these Guidelines.

Board Leadership Structure and Role in Risk Oversight

Prior to his current role, Mr. Van Camp was serving as both our Chief Executive Officer and as Chairman of the Board. In April 2007, Mr. Van Camp stepped down as Equinix’s Chief Executive Officer but retained the chairmanship of the Board as Executive Chairman, thus separating the two roles. Today, our Chief Executive Officer is responsible for the day to day leadership of Equinix and its performance, and for setting the strategic direction of Equinix. Mr. Van Camp, with his depth of experience and history with Equinix dating back to 2000, provides support and guidance to the Chief Executive Officer and to management as Executive Chairman. He also provides leadership to the Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities, facilitates communication among directors and between directors and senior management, provides input to the agenda for Board meetings, works to provide an appropriate information flow to the Board, and presides over meetings of the full Board. Thus, while our Chief Executive Officer is positioned as the leader of Equinix and is free to focus on day to day challenges, our Board also has a strong leader with deep knowledge of Equinix in Mr. Van Camp. We believe this structure is best for both Equinix and our stockholders.

In February 2012, Mr. Paisley was designated by the Board as its Lead Independent Director. In this new role, Mr. Paisley will be responsible for presiding at all meetings of the Board at which the Executive Chairman is not present, calling and chairing all sessions of the independent directors, preparing the agenda and approving materials for meetings of the independent directors, briefing management directors about the results of deliberations among independent directors, consulting with the Executive Chairman regarding agendas, pre-read materials and proposed meeting calendars and schedules, collaborating with the Executive Chairman and acting as liaison between the Executive Chairman and the independent directors, and serving as the Board’s liaison for consultation and communication with stockholders as appropriate, including on request of major stockholders. In addition, the number of independent directors on our Board and our committee structure provide additional independent oversight of Equinix. For example, the Audit, Compensation and Nominating Committees of the Board, and the Real Estate Committee of the Board, where decisions regarding our expansion and capital deployment are vetted, consist entirely of independent directors. Our independent directors periodically hold private sessions and have direct access to management. A self-assessment of the Board is also conducted annually at which time each member is free to evaluate and comment as to whether they feel this leadership structure continues to be appropriate.

Our Board’s oversight of risk management is designed to support the achievement of organizational objectives, including strategic objectives, to improve Equinix’s long-term organizational performance and enhance stockholder value. The involvement of the full Board in setting Equinix’s business strategy is a key part of its assessment of what risks Equinix faces, what steps management is taking to manage those risks, and what constitutes an appropriate level of risk for Equinix. Our senior management attends the quarterly Board meetings, presents to the Board on strategic and other matters, and is available to address any questions or concerns raised on risk management-related or any other matters. Board members also have ongoing and

direct access to senior management between regularly scheduled board meetings for any information requests or issues they would like to discuss. In addition, in September 2011 the Board held an all-day strategy meeting with senior management to discuss strategies, key challenges, and risks and opportunities for Equinix. The Board intends to hold a meeting focused solely on strategy annually, to set the stage for the planning and development of Equinix’s operating plan for the coming year.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee’s charter mandates that it discuss guidelines and policies governing the process by which management and other persons responsible for risk management assess and manage Equinix’s exposure to risk, including Equinix’s major financial risk exposures and the steps management has taken to monitor and control such exposures, based on consultation with management and independent auditors. Equinix has completed a global risk assessment to identify key strategic, operational and financial risks. These risks have been communicated to and assessed by Equinix’s executive management and the Audit Committee. In 2012, Equinix will be evaluating the effectiveness of risk mitigation capabilities for each of the identified risks, as well as monitoring for emerging risks. The Audit Committee will be periodically updated as to the status of the key risks, emerging risks and risk mitigation effectiveness. The Audit Committee also receives an annual assessment of the adequacy of the controls over financial reporting, including an assessment of the risks associated with the controls over the financial reporting process.

In setting compensation, the Compensation Committee strives to manage risks arising from our compensation policies and programs by setting compensation at levels that maximize stockholder long-term value without encouraging excessive risk-taking. In addition, the Real Estate Committee manages risk by evaluating real estate expansion opportunities and the deployment of capital within the context of Equinix’s overall business and financial strategy and financial picture. Finally, the Governance Committee assists the Board in the oversight of any risks in the area of corporate governance.

The Board believes that the risk management processes in place for Equinix are appropriate.

Compensation Policies and Practices Risk Assessment

We conducted a risk assessment of our compensation programs and presented the results to our Compensation Committee. The Compensation Committee considered the findings of the assessment and agreed with management’s conclusion that our compensation programs do not create excessive or inappropriate risks for Equinix. Our assessment involved a review of our material compensation arrangements, policies and practices for the purpose of identifying inherent risks and program features that mitigate or eliminate those risks. Factors that support this conclusion include the following:

Director Independence

The Board is currently comprised of eight directors, six of whom qualify as independent directors pursuant to the rules adopted by the Securities and Exchange Commission applicable to the corporate governance standards for companies listed on the NASDAQ National Market System. The Board has determined that all of Equinix’s director nominees are independent within the meaning of the applicable NASDAQ listing standards, except for Mr. Smith, Equinix’s Chief Executive Officer and President, and Mr. Van Camp, Equinix’s Executive Chairman. The Audit, Compensation, Nominating and Real Estate Committees of the Board consist entirely of independent directors.

Nomination of Directors

The Nominating Committee of the Board (the “Nominating Committee”) operates pursuant to a written charter and has the exclusive right to recommend candidates for election as directors to the Board. The Nominating Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, having high moral character, having business experience, and being over 21 years of age. The Nominating Committee’s process for identifying and evaluating nominees is as follows: in the case of incumbent directors whose annual terms of office are set to expire, the Nominating Committee reviews such directors’ overall service to Equinix during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with Equinix during their term. In the case of new director candidates, the Nominating Committee first determines whether the nominee must be independent for NASDAQ purposes, which determination is based upon the Guidelines, the rules and regulations of the Securities and Exchange Commission, the rules of the NASDAQ Stock Market, and the advice of counsel, if necessary. The Nominating Committee may then use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee will then meet to discuss and consider such candidates’ qualifications and choose candidate(s) for recommendation to the Board.

There is no fixed set of qualifications that must be satisfied before a candidate will be considered. Rather, the Nominating Committee has the flexibility to consider such factors as it deems appropriate. These factors may include education, diversity of experience or background, expertise relevant to Equinix, the interplay of the candidate’s experience with that of other members of the Board, and the extent to which the candidate would be a desirable addition to the Board and to any of the committees of the Board. In practice, the Nominating Committee has sought members with experience relevant to our industry and current strategy. For example, in 2007 the addition of Mr. Lyons to our Board was the result of a specific search designed to add experience in real estate to our Board as we embarked on a period of major expansion.

The Nominating Committee will consider candidates recommended by stockholders. Stockholders wishing to recommend candidates for consideration by the Nominating Committee may do so by writing to the Secretary of Equinix and providing the candidate’s name, biographical data and qualifications. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a stockholder.

A more detailed description on the functions of the Nominating Committee can be found in the Nominating Committee Charter, published on the corporate governance section of Equinix’s website at www.equinix.com.

Stockholder Communications with the Board of Directors

Interested parties may contact the Board by sending correspondence to the attention of Equinix’s Secretary, c/o Equinix, Inc., One Lagoon Drive, Fourth Floor, Redwood City, California 94065. Any mail received by the Secretary, except improper commercial solicitations, will be forwarded to the members of Equinix’s Audit Committee for their further action, if necessary. Equinix does not have a policy requiring attendance by members of the Board at Equinix’s annual stockholder meetings. At Equinix’s 2011 Annual Meeting, Mr. Smith was in attendance and available for questions.

Code of Ethics and Business Conduct

Equinix has always taken the issue of corporate governance seriously. The Board has adopted (1) a Code of Business Conduct which applies to all directors, officers and employees and (2) an additional Code of Ethics for Chief Executive Officer and Senior Financial Officers. These documents can be found on the corporate governance section of Equinix’s website at www.equinix.com. In addition, anonymous reporting hotlines have been established to facilitate reporting of violations of financial and non-financial policies.

Should the Board ever choose to amend or waive a provision of the Code of Ethics for Chief Executive Officer and Senior Financial Officers, we may disclose such amendment or waiver on the corporate governance section of Equinix’s website at www.equinix.com.

Stock Ownership Guidelines for Non-Employee Directors

In its Guidelines, the Board has established a stock ownership requirement for Equinix’s non-employee directors to encourage them to have a significant financial stake in the company. The Guidelines state that each non-employee director should own not less than six times their cash annual retainer for general service on the Board in shares of Equinix’s common stock, including exercised stock options, vested RSUs and deferred RSUs. Non-employee directors serving on the Board as of November 17, 2010 will have until December 31, 2015 to comply with the requirement, and new non-employee directors will have five years from the date of their election to the Board to comply. Compliance with this requirement is measured annually at the end of each fiscal year.

Information Regarding the Board of Directors and its Committees

During the fiscal year ended December 31, 2011, the Board held eight meetings. For the fiscal year, during his period of service, each of the incumbent directors attended or participated in at least 88% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which each such director served. In the event any director missed a meeting, he would separately discuss material items with Mr. Smith or Mr. Van Camp. The Board has six standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Nominating Committee, the Real Estate Committee and the Stock Award Committee, in addition to special committees that may be formed from time to time. The following table provides membership information for the incumbent directors for fiscal 2011 for such standing committees of the Board:

Name

Audit

Compensation

Governance

Nominating

Real Estate

Stock Award

Steven Clontz

X

X

Gary Hromadko

X

X

X

Scott Kriens

X

X

(1)

William Luby

X

Irving Lyons, III

X

(1)

X

X

Christopher Paisley

X

(1)

X

X

Stephen Smith

X

Peter Van Camp

X

(1)

A detailed description of the Audit Committee can be found in the section entitled “Report of the Audit Committee of the Board of Directors” elsewhere in this proxy statement. The members of the Audit

Committee are Mr. Clontz, Mr. Hromadko and Mr. Paisley. Mr. Paisley is chairman of the Audit Committee and considered its financial expert. During the fiscal year ended December 31, 2011, the Audit Committee held eight meetings.

The Compensation Committee oversees, reviews and administers all of Equinix’s compensation, equity and employee benefit plans and programs relating to executive officers, including the named executive officers, approves the global guidelines for the compensation program for Equinix’s non-executive employees and approves Equinix’s projected global equity usage. The Compensation Committee also acts periodically to evaluate the effectiveness of the compensation programs at Equinix and considers recommendations from its consultant, Compensia, Inc. and from management regarding new compensation programs and changes to those already in existence. In addition, the Compensation Committee is consulted to approve the compensation package of a newly hired executive or of an executive whose scope of responsibility has changed significantly. A more detailed description of the functions of the Compensation Committee can be found in the Compensation Committee Charter, published on the corporate governance section of Equinix’s website at www.equinix.com. The members of the Compensation Committee are Mr. Kriens, Mr. Luby and Mr. Lyons. Mr. Lyons is chairman of the Compensation Committee. During the fiscal year ended December 31, 2011, the Compensation Committee held seven meetings.

The Governance Committee’s functions are described above in the section entitled “Governance Committee”. The members of the Governance Committee are Mr. Paisley and Mr. Van Camp. Mr. Van Camp is chairman of the Governance Committee. During the fiscal year ended December 31, 2011, the Governance Committee held three meetings.

The Nominating Committee’s functions are described above in the section entitled “Nomination of Directors”. The members of the Nominating Committee are Mr. Clontz, Mr. Hromadko and Mr. Kriens. Mr. Kriens is chairman of the Nominating Committee. During the fiscal year ended December 31, 2011, the Nominating Committee held one meeting.

The Real Estate Committee approves capital expenditures in connection with real estate development, expansion or acquisition within parameters set by the full Board. All decisions are made considering a projected 10-year internal rate of return and within the context of a multi-year capital expenditure development pipeline and cash flow analysis provided by management to the Real Estate Committee. In approving real estate capital expenditures, the Real Estate Committee also considers an overview of the project and the market, including the competition, strategy, current capacity and sales pipeline. In addition, the Real Estate Committee has the authority to analyze, negotiate and approve the purchase, sale, lease or sublease of real property, approve guarantees related to real property transactions and, subject to any limitations or terms, if any, imposed by the full Board, analyze, negotiate and approve real estate-related financing transactions. The members of the Real Estate Committee are Mr. Hromadko, Mr. Lyons and Mr. Paisley. During the fiscal year ended December 31, 2011, the Real Estate Committee held seven meetings.

The Stock Award Committee has the authority to approve the grant of stock awards to non-Section 16 officer employees and other individuals. The members of the Stock Award Committee are Mr. Lyons and Mr. Smith.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was at any time during the 2011 fiscal year or at any other time an officer or employee of Equinix. No executive officer of Equinix serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Board or Compensation Committee of Equinix.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Goldman Sachs Group, Inc.

For the year ended December 31, 2011, revenues from entities affiliated with Goldman Sachs totaled approximately $15,596,000. Goldman Sachs Asset Management LP is a holder of greater than 5% of our outstanding common stock.

Approval of Related Transactions

Per its written charter, Equinix’s Audit Committee is responsible for reviewing all related party transactions in accordance with the rules of the NASDAQ National Market. Related parties include any of our directors or executive officers, our greater than 5% stockholders, and their immediate family members.

We review related party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with our interests. To identify related party transactions, each year we require our directors and executive officers to complete a questionnaire identifying any transactions with us in which the executive officer or director or their family members have an interest. We seek updates to this information from our directors and executive officers on a quarterly basis. We also ask our directors to update their list of companies they are affiliated with on a quarterly basis to help us identify related party transactions.

Finally, our Code of Business Conduct establishes corporate standards of behavior for all our employees, officers, and directors and sets our expectations of contractors and agents. Our Code of Business Conduct seeks to deter wrongdoing and to promote honest and ethical conduct, and encourages the reporting of illegal or unethical behavior. Waivers of the Code of Business Conduct may be granted by Equinix’s Chief Executive Officer or Compliance Officer, provided that waivers for executive officers or directors may only be granted by the Board or by one of its committees.

The Audit Committee Charter and the Code of Business Conduct are available on the corporate governance section of Equinix’s website at www.equinix.com.

PROPOSAL 4

APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE TERMS
FOR CERTAIN EXECUTIVES PURSUANT TO SECTION 162(M)
OF THE INTERNAL REVENUE CODE

Under Section 162(m) of the Internal Revenue Code, in order for compensation in excess of $1,000,000 paid in any year to any “covered employee” to be deductible by Equinix, such compensation must qualify as “performance-based.” The Compensation Committee of the Board has adopted the following terms, subject to stockholder approval, under which long-term incentive awards for covered employees are intended to be performance-based for purposes of exemption from the limitations of Section 162(m). Covered employees are defined by 162(m) of the Code as a company’s chief executive officer or any of such company’s four other most highly compensated executive officers named in the proxy statement (but, under current guidance, exclude the chief financial officer) and for this purpose includes all of our executive officers (as they may be constituted from time to time, and including persons who may become covered employees between the time of grant and payment of the award).

Actual long-term incentive awards are made pursuant to other incentive plans, such as Equinix's 2000 Equity Incentive Plan. Our 2000 Equity Incentive Plan was approved by stockholders in 2004. Stockholder approval would be required to increase the number of shares available under such plan or to directly or indirectly reprice our stock options.

For performance awards intended to qualify under Section 162(m), for each fiscal year or performance period, the Compensation Committee may select one or more performance measures and set the performance goals for these measures. The performance criteria for long-term incentive performance awards (whether such awards take the form of stock or stock units or equivalents) made (or paid) to any covered employee shall consist of objective tests based on one or more of the following: earnings, cash flow, customer satisfaction, revenues, financial return ratios, market performance, stockholder return and/or value, operating profits (including adjusted EBITDA), net profits, earnings per share, profit returns and margins, stock price, working capital, and changes between years or periods that are determined with respect to any of the above-listed performance criteria. The performance periods may extend longer than a fiscal year up to five calendar years, and may overlap one another. Performance criteria may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. The permissible forms, in which a performance goal may be expressed, include percentage growth, performance against an index or peer companies, absolute growth, cumulative growth, a designated absolute amount, percent of sales, and per share of common stock outstanding. The formula for any such award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss, and will be based on accounting rules and related Equinix accounting policies and practices in effect on the date these awards are approved by the Compensation Committee.

Under these terms, no employee may receive a long-term incentive award in any calendar year for more than 250,000 shares, stock units or share equivalents, subject to adjustment for changes in corporate capitalization, such as stock splits. In addition, these awards are subject to any further limitations, including per-participant limits, that may be specified in Equinix's 2000 Equity Incentive Plan or any variable compensation plans under which actual awards are authorized and issued.

Awards under these terms will be based upon Equinix’s future performance. Accordingly, the amount of long-term incentive compensation to be paid in the future to Equinix’s current and future covered employees under these terms cannot be determined at this time, as actual amounts will depend on the size of such awards, on actual performance and on the Compensation Committee’s discretion to reduce such amounts. For an understanding of the size and structure of these awards in the past, see the Outstanding Equity Awards at 2011 Fiscal Year-End table. Nothing in these terms precludes the Compensation Committee from making any payments or granting any awards outside of these terms that are not designed to qualify for tax deductibility under Section 162(m).

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL 4

PROPOSAL 5

APPROVAL OF AMENDMENT OF EQUINIX’S BYLAWS
TO ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS

The Board recommends that Equinix’s stockholders approve an amendment to Equinix’s Amended and Restated Bylaws (the “Bylaws”) that would add a right permitting holders of record of at least twenty-five percent (25%) of the voting power of Equinix’s outstanding capital stock to call a special meeting of stockholders by written request filed with the Secretary of the Corporation and otherwise in accordance with the Bylaws (such Bylaws, amended as described below). Currently, only the Board may call a special meeting of stockholders.

The Board believes that establishing an ownership threshold of at least 25% in order for stockholders to request a special meeting strikes an appropriate balance between enhancing the rights of stockholders and seeking to avoid the situations that could arise if the threshold were set too low. The Board believes that calling a special meeting of stockholders is not a matter to be taken lightly. Organizing and preparing for a special meeting involves significant management commitment of time and focus, and imposes substantial legal, administrative and distribution costs. We believe that a special meeting should only be held to cover special or extraordinary events when fiduciary, strategic, significant transactional or similar considerations dictate that the matter be addressed on an expeditious basis, rather than waiting until the next annual meeting.

The proposed amendment to the Bylaws contains procedural and informational requirements for stockholders to call a special meeting, including that: no business may be conducted at the special meeting except as set forth in Equinix’s notice of meeting; no stockholder special meeting request may be made during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting; a special meeting request cannot cover business substantially similar to what was covered at an annual or special meeting held not more than 120 days before the special meeting request was received by the Secretary; a special meeting will not be held if similar business is to be covered at an annual or special meeting called by the Board to be held within 90 days after the special meeting request is received by the Secretary; any shares beneficially owned or held of record as of the date of the request and sold by the requesting holder prior to the meeting will be treated as a revocation of the request to the extent of the shares sold; in determining whether the 25% threshold has been satisfied where multiple requests are submitted, only requests submitted within 60 days of the first such request and covering substantially the same matter to be acted on at the meeting will be considered together and aggregated; and the requesting stockholder’s notice must include information (as specified in the amended Bylaws) as to the business proposed to be conducted, as to each nominee (if applicable), and as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is made.

The description above is qualified in its entirety by reference to the complete text of the proposed amendment to the Bylaws as set forth in Appendix A.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSAL 5

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

A number of brokers with account holders who are stockholders of Equinix will be “householding” Equinix’s proxy materials. A single set of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker, direct your written request to Equinix, Inc., One Lagoon Drive, Fourth Floor, Redwood City, California 94065, Attn: Stock Services, or contact Equinix Stock Services by telephone at (650) 598-6000 and a separate proxy statement and annual report will be delivered to you promptly. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker.

STOCKHOLDER PROPOSALS FOR 2013 ANNUAL MEETING

Stockholders who intend to have a proposal considered for inclusion in Equinix’s proxy materials for presentation at the 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”) pursuant to Rule 14a-8 of the Exchange Act must submit the proposal to Equinix no later than December 31, 2012. Pursuant to Rule 14a-4(c) of the Exchange Act and Equinix’s Amended and Restated Bylaws, stockholders who intend to present a proposal at the 2013 Annual Meeting without inclusion of such proposal in the proxy materials are required to notify Equinix of such proposal not earlier than February 5, 2013 and not later than 5:00 p.m., Pacific Standard Time on March 7, 2013, so long as the 2012 Annual Meeting is not advanced by more than 30 days or delayed by more than 70 days from June 5, 2013 (the anniversary date of the prior year’s annual meeting). If Equinix does not receive notification of the proposal within that time frame it will be considered untimely and we will not be required to present it at the 2013 Annual Meeting.

All stockholder proposals and notice of stockholder proposals should be sent to Equinix, Inc. at One Lagoon Drive, Fourth Floor, Redwood City, California 94065, Attn: Secretary. Equinix reserves the right to reject, rule out of order, or take other appropriate action with respect to any stockholder proposal that does not satisfy the conditions and rules established by the Securities and Exchange Commission.

OTHER MATTERS

The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. However, if other matters do properly come before the Annual Meeting or any adjournments or postponements thereof, the Board intends that the persons named in the proxies will vote upon such matters in accordance with their best judgment.

Equinix will mail without charge, upon written request, a copy of Equinix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Requests should be sent to Equinix, Inc., at One Lagoon Drive, Fourth Floor, Redwood City, California 94065, Attn: Investor Relations.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Peter Van Camp
Peter Van Camp
Executive Chairman

Redwood City, California
April 30, 2012

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR FOLLOW THE INSTRUCTIONS BELOW TO SUBMIT YOUR PROXY BY TELEPHONE OR ON THE INTERNET. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.

Appendix A

Proposed Amendments to Our Amended and Restated Bylaws
to Allow Stockholders To Call Special Meetings

Article II, Section 2.2 shall be amended to read:

Section 2.2 Special Meeting. Special meetings of stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Amended and Restated Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Article II, Section 2.7(B) – (C) shall be amended to read:

Article III, Section 3.2 shall be amended to read:

Section 3.2  Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Amended and Restated Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.