|
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)
|
|
301
Velocity Way, 5th
Floor
Foster
City, California 94404
(650)
513-7000
|
|
(Addresses
of principal executive
offices)
|
|
·
|
providing
that a stockholder’s notice for nominations for Board membership or the
proposal of other business must be delivered to, or mailed and received
by, the Secretary of the Company not less than 90 days nor more than 120
days prior to the first anniversary of the preceding year’s annual meeting
of stockholders;
|
|
·
|
providing
that a stockholder must submit the text of any proposal or business
desired to be brought before the annual meeting of stockholders, including
the text of any resolutions proposed for consideration or the language of
any proposed amendments to the Restated
Bylaws;
|
|
·
|
expanding
the required disclosure for stockholders making proposals or nominations
for Board membership to include, among other
things:
|
|
o
|
any
agreement, arrangement or understanding that has been entered into by or
on behalf of, or any other agreement, arrangement or understanding that
has been made, the effect or intent of which is to mitigate loss to,
manage risk or benefit of share price changes for, or increase or decrease
the voting power of, such stockholder or any such beneficial owner with
respect to the Company’s securities, including any derivative or short
positions, profit interests, options, warrants, convertible securities,
stock appreciation or similar rights, hedging transactions and borrowed or
loaned shares;
|
|
o
|
agreements,
arrangements or understandings between or among such stockholder or
beneficial owner and any of their affiliates or associates or other
persons in connection with a proposed nomination for Board membership or
other business; and
|
|
o
|
whether
such stockholder or any beneficial owner intends or is part of a group
that intends to (a) deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the voting power of the Company’s
outstanding capital stock required to approve or adopt the proposal or to
elect the nominee and/or (b) otherwise solicit proxies from stockholders
in support of such proposal or
nomination;
|
|
·
|
providing
that a stockholder’s notice for nominations for Board membership or the
proposal of other business with respect to special meetings of
stockholders must be delivered to, or mailed and received by, the
Secretary of the Company not less than the later of 90 days prior to the
date of the special meeting or the 10th
day following the day on which public announcement of the date of the
special meeting was first made by the Company nor more than 120 days prior
to the date of the special meeting;
and
|
|
·
|
providing
that no person shall be eligible to serve as a director of the Company
unless nominated in accordance with the procedures set forth in the
Restated Bylaws and that no business shall be conducted at a stockholder
meeting unless conducted in accordance with the procedures set forth in
the Restated Bylaws.
|
|
·
|
add
a provision to permit the use of uncertificated
shares;
|
|
·
|
remove
provisions with respect to governance rights of the Series A Preferred
Stock of the Company, which rights have now expired;
and
|
|
·
|
make
certain other technical and clarifying amendments to matters of
administration and process.
|
|
DATE: December
22, 2008
|
EQUINIX,
INC.
By: /s/ KEITH D.
TAYLOR
Keith D. Taylor
Chief
Financial Officer
|
|
Exhibit
Number
|
Description
|
|
|
3.2
|
Amended
and Restated Bylaws
|