EXPLANATORY NOTE
This Registration Statement on Form S-8 (the Registration Statement) is filed by
Equinix, Inc., a Delaware corporation (the Company or Registrant), to register 4,000,000 shares of its Common Stock, par value $0.001 per share, issuable under the Registrants 2020 Equity Incentive Plan (the
2020 Plan), which was approved by stockholders on June 18, 2020 (the Approval Date).
The 2020 Plan provides
(i) for the issuance of 4,000,000 newly available shares of Common Stock (the New Shares), (ii) that no new awards may be granted under the Registrants 2000 Equity Incentive Plan (the 2000 Plan) after the Approval
Date (although awards granted under the 2000 Plan prior to the Approval Date will remain outstanding in accordance with their terms), and (iii) that the number of shares that remained available for grant under the 2000 Plan as of the Approval
Date plus the shares underlying the outstanding awards under the 2000 Plan that are not delivered in settlement of such awards on account of the forfeiture or termination of such awards on or after the Approval Date (collectively, the 2000
Plan Carryover Shares) will become available for issuance pursuant to awards granted under the 2020 Plan.
In connection with the
2000 Plan, the Registrant has previously filed with the Securities and Exchange Commission (the Commission) Form S-8 Registration Statements on September 6, 2000 (No. 333-45280), March 30, 2001 (No. 333-58074), March 29, 2002 (No. 333-85202), March 27, 2003 (No. 333-104078, including the amendment thereto filed on March 31, 2003), March 19, 2004 (No. 333-113765), January 19, 2005 (No.
333-122142), March 16, 2006 (No. 333-132466) February 28, 2007 (No. 333-140946), February 29, 2008 (No. 333-149452), February 26, 2009 (No. 333-157545), and February 23, 2010 (No. 333-165033) (the Prior Registration
Statements). Concurrently with the filing of this Registration Statement, the Registrant is filing a Post-Effective Amendment to the Prior Registration Statements to cover the issuance of the 2000 Plan Carryover Shares under the 2020 Plan if
and when they are available for issuance under the 2020 Plan.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the Commission are incorporated herein by reference:
(a) The Registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)
on February 21, 2020, including the information specifically incorporated by reference into the Annual Report on Form
10-K from the Registrants Definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which was filed with the Commission on
April
27, 2020;
(b) The Registrants Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020, filed with the Commission pursuant to Section 13(a) of the Exchange Act on May 7, 2020;
(c) The Registrants Current Reports on Form 8-K, filed with the Commission on January 7,
2020, February
21, 2020, March
3, 2020, March
9, 2020, April
15, 2020, April
21, 2020, May
14, 2020, June 8, 2020 and June 16,
2020; and
2