UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2011
EQUINIX, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-31293 | 77-0487526 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
One Lagoon Drive, 4th Floor
Redwood City, California 94065
(650) 598-6000
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2011, the Compensation Committee of the Board of Directors of Equinix, Inc. (“Equinix”) approved the Equinix 2011 Incentive Plan (the “2011 Plan”) for eligible employees of Equinix, including executive officers, for the fiscal year ending December 31, 2011.
Under the 2011 Plan, an annual target bonus amount has been assigned to each executive officer. The annual target bonus amounts under the 2011 Plan range from 55-110% of each executive’s base salary, depending on the executive’s position. The actual annual bonus is determined on the basis of Equinix’s performance against revenue (weighted at 25%) and adjusted EBITDA (weighted at 75%) goals, as set forth in the Board of Directors-approved operating plan, adjusted from time to time throughout the plan year. The goals will exclude the impact of one-time events affecting the operating plan, such as expansion projects or acquisitions not contemplated in the operating plan, and will exclude the impact of fluctuations in foreign currencies against the foreign currency rates applied in the operating plan. 100% of the 2011 Plan will be funded if the revenue and adjusted EBITDA goals are met. For every 1% below operating plan for revenue, the revenue portion of the bonus pool shall be reduced by 20% and for every 1% below operating plan for adjusted EBITDA, the adjusted EBITDA portion of the bonus pool shall be reduced by 20%. No bonuses will be paid if revenue and adjusted EBITDA are 95% or less of the approved operating plan goals. In addition, at its discretion the Compensation Committee may reduce or eliminate the actual award that otherwise would be payable should economic conditions warrant it. Under the 2011 Plan, each executive officer will receive any bonus earned in the form of fully-vested restricted stock units to be issued in 2012 on the date of payment of the bonus.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EQUINIX, INC. | ||||
| DATE: March 1, 2011 |
By: | /s/ Keith D. Taylor | ||
| Keith D. Taylor Chief
Financial Officer | ||||
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