How have the deadlines for submitting stockholder proposals changed?

For annual meetings, stockholder nominations or proposals must generally be received by the Corporate Secretary between 90 and 120 days prior to the anniversary of the prior year's annual meeting. For special meetings, the notice must be received no later than 90 days prior to the meeting date, or within 10 days of public announcement of the meeting date, but no more than 120 days prior to the meeting.

What new disclosure requirements are imposed on stockholders making proposals?

Stockholders must now disclose detailed information about any agreements related to mitigating loss, managing risk, or affecting share price changes for their company securities, including derivative positions, hedging transactions, and borrowed/loaned shares. They also need to disclose agreements with affiliates and their intent to solicit proxies.

Are there any changes related to the company's share structure or governance?

Yes, the Amended and Restated Bylaws permit the use of uncertificated shares. Additionally, provisions related to the governance rights of the Series A Preferred Stock, which have now expired, have been removed.

EQIX 8-K: Corporate Changes

Q: What is the main purpose of the Amended and Restated Bylaws?

The main purpose is to update and clarify the procedures and requirements for stockholders who wish to nominate directors or propose other business at Equinix's annual and special meetings, particularly regarding the timing and content of advance notice.

Summary

Equinix Inc. (EQIX) announced on December 22, 2008, that its Board of Directors adopted Amended and Restated Bylaws, effective immediately on December 18, 2008. The primary focus of these changes is to update the advance notice requirements for stockholders wishing to nominate directors or propose other business at annual and special meetings. These amendments are designed to provide the company with more time and detailed information from shareholders intending to put forth proposals or nominations. Key changes include stricter timelines for submitting proposals, expanded disclosure requirements for shareholders regarding their financial interests and intentions related to company securities (including hedging activities and proxy solicitation plans), and clarified procedures for special meetings. The amendments also introduce a new eligibility requirement for director nominees and ensure that all business conducted at meetings must adhere to the new procedural guidelines. Additionally, the bylaws were updated to permit uncertificated shares and remove expired provisions related to Series A Preferred Stock governance.

Key Highlights

1Equinix adopted Amended and Restated Bylaws effective December 18, 2008.
2Advance notice periods for stockholder nominations and proposals have been revised.
3New bylaws require notice for annual meetings to be received between 90 and 120 days prior to the preceding year's annual meeting anniversary.
4Disclosure requirements for shareholders submitting proposals or nominations have been significantly expanded.
5Shareholder disclosures must now include information on agreements mitigating loss, managing risk, or affecting share price, as well as hedging and derivative positions.
6Procedures for stockholder proposals/nominations at special meetings have also been updated with specific timing requirements.
7The bylaws now permit the use of uncertificated shares.

EQUINIX INC 8-K Report, Bylaw Amendment (Dec 22, 2008)

Summary

Key Highlights

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