Equinix, Inc. (EQIX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Equinix, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Charles Meyers, President and Chief Executive Officer of Equinix, Inc. Mr. Meyers, the floor is yours.

Thank you very much. Good morning, good afternoon or good evening, and welcome to everybody, depending on where you join us from. I'd like to call the meeting to order. As our operator noted, I'm Charles Meyers, President and Chief Executive Officer of Equinix. I'll be presiding over the meeting today. Along with my fellow directors and executive officers of the company, I'd like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your ongoing support of Equinix. The annual meeting is held pursuant to the bylaws of the company and written notice to all stockholders. We're very pleased to hold our annual meeting virtually for the first time as we navigate this pandemic, and we aim to maximize access and participation. I also call your attention to the rules of conduct set forth for the meeting, which can be found in the Files section in the lower left of your screen. [Operator Instructions] Questions from stockholders that pertain to a proposal will be addressed directly following the presentation of that proposal. Other questions asked by stockholders will be addressed at the end of the meeting during a broader Q&A session. After introducing the directors and officers in attendance and dealing with a few procedural matters, we'll take up the items to be acted upon.

So this is Maggie Paige, Equinix' VP of Legal and Assistant Secretary, and I'd like to introduce the directors of Equinix who are in attendance today. We welcome Peter Van Camp, our Chairman; and Chris Paisley, our Lead Independent Director and our Audit Committee Chair. Also in attendance today are Brandi Galvin Morandi, our Chief Legal and Human Resources Officer; Keith Taylor, our Chief Financial Officer; Katrina Rymill, our Vice President of Investor Relations and Sustainability; Darrin Short, our Senior Director of Tax Services and Payroll; and various other members of management.

Thanks, Maggie, and welcome to the whole team. I also wanted to -- also attending the meeting is Joe Zullo, PricewaterhouseCoopers, our independent auditors. And although PwC has indicated that they do not wish to make a statement, Mr. Zullo is available to respond to appropriate questions during the general Q&A period. In accordance with our bylaws, I will act as Chairman of the meeting. Maggie will act as Secretary of the meeting, and Darrin will serve as Inspector of Elections for the meeting. Maggie, can you please report on the proof of notice for the meeting?

I have an affidavit of mailing from Computershare certifying as to the giving of notice of this meeting and the sending to stockholders of record as of May 1, 2020, with notice of Internet availability of proxy material or a proxy statement, proxy card and other material necessary to vote at this meeting, all of which Computershare commenced distributing to stockholders on May 1, 2020. I also have a copy of the 2019 annual report, which includes financial statements certified by PwC. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting.

Great. Thanks, Maggie. We have the list of the holders of record of common stock of the company at the close of business on April 20, 2020. This last list of stockholders has been available for examination for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during the meeting -- during this meeting by request of any stockholder. The Secretary will please file a copy of the list of stockholders with the records of the company. Maggie, I ask you to now please present your report of attendance at the meeting so that we can determine whether a quorum is present.

On April 20, 2020, the record date for this annual meeting, there were outstanding and entitled to vote a total of 85,927,044 shares of common stock. I have been informed by the inspector of elections that there are 78,057,552 shares of stock that are represented by proxy or approximately 90.84% of all the shares entitled to vote at this annual meeting. The shares total represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute a quorum.

Great. Thank you, Maggie. On the basis of this report by the secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, the meeting has been properly convened. So it's currently 10:35 a.m., June 18, 2020, and the polls for voting on all matters are open. All Equinix, Inc. stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we'll close the polls, and the inspector of election will provide his preliminary report. We'll move now to a review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we'll be electing each of the 10 directors for a 1-year term, expiring at the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees are Thomas Bartlett, Nanci Caldwell, Adaire Fox-Martin, Gary Hromadko; William Luby, Irving Lyons, Charles Meyers, Christopher Paisley, Sandra Rivera and Peter Van Camp. Information concerning their principal occupations, service as Equinix Board members, skills and qualifications and other matters which may be of interest are contained in the proxy statements. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Any questions or comments on the first proposal?

There are no questions on this proposal. We can move on to the second proposal.

Okay. Great. Proposal 2 asks stockholders to approve by nonbinding advisory vote the fiscal year 2019 compensation of the named executive officers, all as described in our proxy statement. This proposal is advisory. Although nonbinding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which our Compensation Committee and our Board of Directors will be able to consider when making future executive compensation decisions. Are there questions or comments on this proposal?

Currently, there are no questions on this proposal. We can move on to the third proposal.

Okay. The next matter to come before the meeting is a resolution for approval of the company's 2020 Equity Incentive Plan. Our Compensation Committee and Board of Directors approved the 2020 plan in April 2020, subject to approval by our stockholders at this annual meeting. If Proposal 3 is approved by our stockholders, the 2020 plan will become effective upon the date of the annual meeting and will replace our 2000 Equity Incentive Plan. Additionally, our 2001 plan and our 2000 director option plan will both terminate. In the event that our stockholders do not approve Proposal 3, the 2020 plan will not become effective and the existing year 2000 equity incentive plan, the year 2001 supplemental stock plan and the year 2000 director option plan will all continue in their current forms. Are there questions or comments on this proposal?

There are currently no questions on this proposal. We can move on to the fourth proposal.

Great. The next matter to come before the meeting is the ratification of the appointment of PwC as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of PwC to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2020. Are there questions or comments on this proposal?