8-K

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): August 11, 2005

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, 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 (see General Instruction A.2. below):

¨ 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 11, 2005, the Board of Directors authorized changes to the compensation structure for members of the Company’s Board of Directors in order to provide compensation to non-employee directors who are not independent under the rules of the Nasdaq National Market. Prior to this change, only independent directors were eligible to receive such compensation. In addition, as further described below, the Board approved increases in the number of options for shares of common stock granted to directors for service on the Board.

As a result of these changes, all non-employee directors are now eligible to receive compensation of $3,000 per quarter in connection with their service on the Board of Directors. In addition, non-employee directors are eligible to receive compensation of $3,000 per meeting of a committee of the Board of Directors attended and the Chairman of a committee receives compensation of $5,000 per meeting attended. Non-employee directors are also reimbursed for their out-of-pocket expenses in serving on the Board of Directors or any committee of the Board of Directors. Non-employee directors are eligible to receive options under the Company’s 2000 Director Option Plan. Directors are also eligible to receive options as well as shares of common stock under the Company’s 2000 Equity Incentive Plan. The Board also approved an increase in the number of options for common stock received by each director upon joining the Board from 7,000 shares to 15,000 shares for all directors other than the chairman of the Audit Committee, who will receive options for 20,000 shares. These options become exercisable and vest in four equal annual installments from the date of grant. In addition, the Board increased the number of options automatically granted to each continuing non-employee director at each of the Company’s annual stockholders’ meetings from 2,500 shares of common stock to 5,000 shares. These options become fully exercisable and fully vested on the first anniversary of the date of grant. However, a new director who is receiving the initial option will not receive the annual option in the same calendar year.

ITEM 5.02 ELECTION OF DIRECTOR

Mr. Louis Lavigne, Jr. has been elected to the Board of Directors of Equinix, Inc. (“Equinix”) effective August 11, 2005. Mr. Lavigne filled a vacancy on the Board and the Board now consists of nine members, including Mr. Lavigne. Mr. Lavigne will serve as Chairman of the Company’s Audit Committee and as the Audit Committee’s financial expert.

The election of Mr. Lavigne brings the Company back into compliance with NASD Rule 4350(d)(2)(A) which requires the audit committee of each Nasdaq issuer to have at least three independent members on its audit committee (as defined by Nasdaq Rules 4200(a)(15) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934), at least one of whom is a financial expert.

Mr. Lavigne currently serves on the board of directors of Allergan Inc., Arena Pharmaceuticals, BMC Software, Kyphon Inc. and LifeMasters® Supported SelfCare, Inc. He holds a bachelor’s degree in business administration from Babson College, and a master’s degree in business administration from Temple University.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit	Description
Exhibit 99.1	Press Release of Equinix, Inc. dated August 15, 2005 announcing the election of Mr. Lavigne to the Equinix Board of Directors.

SIGNATURE

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: August 15, 2005	By:	/s/ Renee F. Lanam
		Renee F. Lanam
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
Exhibit 99.1	Press Release of Equinix, Inc. dated August 15, 2005 announcing the election of Mr. Lavigne to the Equinix Board of Directors.

EX-99.1

Exhibit 99.1

Equinix Contact:

Julie Karbo

K/F Communications, Inc.

(415) 255-6505

julie@kfcomm.com

FOR IMMEDIATE RELEASE

FORMER GENENTECH CFO TO JOIN EQUINIX BOARD OF DIRECTORS

Foster City, CA – August 15, 2005 – Equinix, Inc. (Nasdaq: EQIX), the leading provider of network-neutral data centers and Internet exchange services, today announced that Louis J. Lavigne, Jr. has joined its board of directors, filling the seat vacated by Dennis Raney in June of this year. Mr. Lavigne will serve as head of the Equinix Board of Directors Audit Committee.

Before retiring in March of 2005, Mr. Lavigne served as executive vice president and chief financial officer of Genentech, a leading biotechnology company that discovers, develops, manufactures and commercializes biotherapeutics for significant unmet medical needs. During his 23 years at Genentech, he also served as controller, vice president, senior vice president, and as a member of Genentech’s Executive Committee. Prior to joining Genentech, Mr. Lavigne held various financial management positions at Pennwalt Corporation, a chemical and pharmaceutical company.

Mr. Lavigne currently serves on the board of directors of Allergan Inc., Arena Pharmaceuticals, BMC Software, Kyphon Inc. and LifeMasters® Supported SelfCare, Inc. He holds a bachelor’s degree in business administration from Babson College, and a master’s degree in business administration from Temple University.

“I’m excited to see Lou join the Equinix board as his credentials bring obvious strength to our audit committee as he assumes the chairman position,” said Peter Van Camp, CEO of Equinix. “In addition, his vision and leadership guided Genentech through tremendous growth over the years and his experience will serve Equinix well as we build a company with the potential to generate annual revenues in excess of $500 million.”

About Equinix

Equinix is the leading global provider of network-neutral data centers and Internet exchange services for enterprises, content companies, systems integrators and network services providers. Through the company’s 15 Internet Business Exchange^™ (IBX®) centers in five countries, customers can directly interconnect with every major global network and ISP for their critical peering, transit and traffic exchange requirements. These interconnection points facilitate the highest performance and growth of the Internet by serving as neutral and open marketplaces for Internet infrastructure services, allowing customers to expand their businesses while reducing costs.

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This press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Factors that might cause such differences include, but are not limited to, the challenges of operating IBX centers and developing, deploying and delivering Equinix services; a failure to receive significant revenue from customers in recently-acquired data centers; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay outstanding indebtedness; the loss or decline in business from our key customers and other risks described from time to time in Equinix’s filings with the Securities and Exchange Commission. In particular, see Equinix’s recent quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release.

Equinix and IBX are registered trademarks of Equinix, Inc. Internet Business Exchange is a trademark of Equinix, Inc.