FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For
period ending
15 February
2018
GlaxoSmithKline plc
(Name
of registrant)
980 Great West Road, Brentford, Middlesex, TW8 9GS
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or
will
file annual reports under cover Form 20-F or Form 40-F
Form
20-F x Form 40-F
--
Indicate
by check mark whether the registrant by furnishing the
information
contained in this Form is also thereby furnishing the
information
to the Commission pursuant to Rule 12g3-2(b) under the
Securities
Exchange Act of 1934.
Yes
No x
GlaxoSmithKline
plc (the '
Company
')
2018 Performance Share Plan Award and 2018 Performance
Measures
2018 Performance Share Plan Award
On 14
February 2018, the Company granted conditional share awards to
Executive Directors and Persons Discharging Managerial
Responsibilities ('PDMRs') under the GlaxoSmithKline 2017
Performance Share Plan ('the Plan'). The Plan was approved by
shareholders on 4 May 2017, and allows a performance-related
opportunity in the form of conditional awards to be granted to
senior executives in the Group, including the Executive Directors
and PDMRs.
Under
the terms of the Plan, conditional awards are granted over a
specific number of Ordinary Shares or American Depositary Shares
('ADS'), and the percentage of awards that ultimately vests is
dependent on the level of achievement against performance targets
set by the Remuneration Committee.
2018 Performance Measures
The
performance condition information that follows applies to the 2018
Performance Share Plan Awards.
The
performance period for the awards is the three financial years from
1 January 2018 to 31 December 2020. The awards are based on
three equally weighted performance measures:
Performance Measure
|
Proportion of each award
|
Total
Shareholder Return (TSR)
|
1/3rd
|
Adjusted
Free Cash Flow (AFCF)
|
1/3rd
|
Research
& Development (R&D) New Product performance
|
1/3rd
|
TSR measure
This
measure compares the TSR of the Company's Ordinary Shares over the
performance period with the TSR of the shares of nine (9) other
global pharmaceutical companies (i.e. a comparator group of ten
(10) companies including the Company).
The
vesting schedule is based on delivering 30% vesting for achieving
median performance. However, in a group of 10 companies, the
median (position 5.5) falls between two companies. Therefore, 0%
will vest if the Company's TSR is ranked 6
th
and 44% will vest
if its TSR is ranked 5
th
, i.e. above median,
in the comparator group. The maximum amount will vest for
this element, if the Company's TSR is ranked in positions 1, 2 or
3.
The
companies in the TSR comparator group are: AstraZeneca,
Bristol-Myers Squibb, Eli Lilly, Johnson & Johnson, Merck &
Co, Novartis, Pfizer, Roche Holdings, Sanofi and
GlaxoSmithKline.
Adjusted Free Cash Flow measure
The use
of cash flow as a performance measure is intended to recognise the
importance of effective working capital management and of
generating cash to fund the Group's operations, investments, and
Ordinary dividends to shareholders.
Free
cash flow represents the operating profit of the business adjusted
for non-cash items after deducting the cost or benefit of working
capital, capital expenditure, contingent consideration payments,
net interest, dividends paid to non-controlling interests and
taxation.
The
adjustments to free cash flow, used to set the AFCF target for the
purpose of the performance measure, include foreign exchange,
legal, special pension contributions, and the impact of divestments
and acquisitions. The measure post-adjustment is the
"adjusted free cash flow" target.
This
element of the award will vest as follows:
Performance Level
|
Adjusted Free Cash Flow target
|
Proportion Vesting
|
Below
threshold
|
<
£ 11.72bn
|
0%
|
Threshold
|
£
11.72bn
|
25%
|
|
£
12.08bn
|
50%
|
|
£
13.29bn
|
75%
|
Maximum
|
£
13.89bn
|
100%
|
The
proportions vesting between the above vesting levels will be
calculated on a straight-line basis.
R&D New Product measure
Due to
commercial sensitivity, the Remuneration Committee remains of the
view that the R&D new product target cannot be published at the
time of grant. However, the target and vesting outcome will
be disclosed in full at the end of the performance
period.
25% of
this element will vest if the performance threshold level is
attained, rising to 100% for stretching performance exceeding 122%
of the set threshold. Below the set threshold, none of this
element will vest.
Notes
1. To
the extent that each element of a conditional award does not vest
at the end of the three-year performance period, it will
lapse.
2. The
Executive Directors or PDMRs in the transaction notifications below
were each granted a conditional award under the terms of the
GlaxoSmithKline 2017 Performance Share Plan. Awards granted
are of Ordinary Shares or ADS.
3.
Dividends will accrue on the conditional award of Ordinary Shares
or ADS during the performance period, but will only vest to the
extent that the awards themselves vest at the end of the
performance period. These dividends are not included in the figures
below.
4. For
Executive Directors, the award is subject to an additional
vesting period of two years from the normal vesting date, i.e. five
years in total. During the additional vesting period,
the relevant Ordinary Shares or ADS would only be forfeited in the
event that the Executive Director was terminated for cause.
Transaction notification
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Ms E Walmsley
|
b)
|
Position/status
|
Chief Executive Officer
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
437,997
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Dr H Barron
|
b)
|
Position/status
|
Chief Scientific Officer and President R&D
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
b)
|
Nature
of the transaction
|
A conditional award over ADSs under the Company's 2017 Performance
Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$36.46
|
233,132
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr R Connor
|
b)
|
Position/status
|
President, Global Manufacturing & Supply
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
173,663
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr L Debruyne
|
b)
|
Position/status
|
President, Global Vaccines
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
131,870
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr S Dingemans
|
b)
|
Position/status
|
Chief Financial Officer
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
239,442
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr N Hirons
|
b)
|
Position/status
|
SVP, Global Ethics and Compliance
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
64,407
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr B McNamara
|
b)
|
Position/status
|
CEO, GSK Consumer Healthcare
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
b)
|
Nature
of the transaction
|
A conditional award over ADSs under the Company's 2017 Performance
Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$36.46
|
108,502
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr L Miels
|
b)
|
Position/status
|
President, Global Pharmaceuticals
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
225,561
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr D Redfern
|
b)
|
Position/status
|
Chief Strategy Officer
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
119,054
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Ms K Terrell
|
b)
|
Position/status
|
Chief Digital & Technology Officer
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
b)
|
Nature
of the transaction
|
A conditional award over ADSs under the Company's 2017 Performance
Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$36.46
|
89,961
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Ms C Thomas
|
b)
|
Position/status
|
SVP, Human Resources
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
134,972
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr P Thomson
|
b)
|
Position/status
|
President, Global Affairs
|
c)
|
Initial
notification/
amendment
|
Initial Notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GlaxoSmithKline plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description
of the financial instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s)
and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£12.91
|
84,890
|
|
|
|
|
|
d)
|
Aggregated
information
|
n/a (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2018-02-14
|
f)
|
Place
of the transaction
|
n/a
|
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, thereunto duly authorised.
|
GlaxoSmithKline plc
|
|
(Registrant)
|
|
|
Date: February
15, 2018
|
|
|
|
|
By: VICTORIA
WHYTE
--------------------------
|
|
|
|
Victoria Whyte
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Authorised
Signatory for and on
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behalf
of GlaxoSmithKline plc
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