Report of Foreign Issuer (6-k)
February 19 2020 - 12:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
month of February 2020
Commission
File Number 001-15170
GlaxoSmithKline plc
(Translation
of registrant's name into English)
980 Great West Road, Brentford, Middlesex, TW8 9GS
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F . . . .X. . . . Form 40-F . . . . . . . .
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ____
GlaxoSmithKline plc (the 'Company')
Vesting of Deferred Annual Bonus Plan Mandatory and Matching
Awards
This notification sets out the vesting details for the Chief
Executive Officer and other Persons Discharging Managerial
Responsibilities ('PDMRs') of Deferred Bonus Awards over Ordinary
Shares and American Depositary Shares ('ADSs') made in 2017 under
the GlaxoSmithKline 2009 Deferred Annual Bonus Plan ('DABP') and
the associated Matching Awards, which were subject to relevant
business performance conditions. The three-year performance period
for the 2017 Matching Awards commenced on 1 January 2017 and ended
on 31 December 2019.
The performance measure vesting details for the DABP Matching
Awards are as follows:
|
Outcome
and Vesting Level
|
Portion
of the Award
|
Measure
and Outcome
|
% of
maximum
|
% of
award
|
1/3rd
|
Adjusted Free Cash Flow - For the three-year period,
the Company achieved Adjusted Free Cash Flow calculated in
accordance with the principles for the measure of £13bn, which
is above the level of £12.95bn required for maximum
vesting.
Adjustments
to the original target and vesting schedule were communicated in
the 2018 Annual Report.
|
100
|
33.333
|
1/3rd
|
Total Shareholder Return - For the three years ending
31 December 2019, the Company's Total Shareholder Return ranked
8th, which is below the threshold vesting level against a
comparator group of 10 global pharmaceutical companies including
GSK.
|
0
|
0
|
1/3rd
|
R&D New Products - For the three-year period, the
Company achieved New Product sales calculated in accordance with
the principles for the measure of £7.254bn, which is above the
level of £5.099bn required for maximum vesting. The
threshold level was £4.172bn.
|
100
|
33.333
|
|
Total vesting for 2017 award
Lapsed
|
66.666%
33.334%
|
The notifications that follow are for awards made to the Chief
Executive Officer and other PDMRs. They show the vesting of
the Deferred Annual Bonus Awards including dividends accrued, and
the proportion vesting in respect of the associated Matching Awards
i.e. conditional awards that vested according to performance,
including dividends accrued. The balance of the Matching Award made
to each PDMR has lapsed.
The vesting date for awards over Ordinary Shares was 17 February
2020. The vesting date for awards over ADSs was 18 February 2020.
The closing prices of Ordinary Shares and of ADSs of
GlaxoSmithKline plc on their respective vesting dates were
£16.616 and $43.55.
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
|
The number of Ordinary Shares released on awards granted in 2017
under the Company's 2009 Deferred Annual Bonus Plan - Deferred
Bonus and Matching Awards.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
37,221 (Deferred)
|
|
|
£0.00
|
24,815 (Matching)
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
62,036
£0.00
|
e)
|
Date
of the transaction
|
2020-02-17
|
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 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
|
The number of Ordinary Shares released on awards granted in 2017
under the Company's 2009 Deferred Annual Bonus Plan - Deferred
Bonus and Matching Awards.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
19,375 (Deferred)
|
|
|
£0.00
|
12,917 (Matching)
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
32,292
£0.00
|
e)
|
Date
of the transaction
|
2020-02-17
|
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
|
The number of Ordinary Shares released on awards granted in 2017
under the Company's 2009 Deferred Annual Bonus Plan - Deferred
Bonus and Matching Awards.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
12,243 (Deferred)
|
|
|
£0.00
|
8,163 (Matching)
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
20,406
£0.00
|
e)
|
Date
of the transaction
|
2020-02-17
|
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
|
The number of ADSs released on awards granted in 2017 under the
Company's 2009 Deferred Annual Bonus Plan - Deferred Bonus and
Matching Awards.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$0.00
|
7,116 (Deferred)
|
|
|
$0.00
|
4,745 (Matching)
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
11,861
$0.00
|
e)
|
Date
of the transaction
|
2020-02-18
|
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
|
The number of Ordinary Shares released on awards granted in 2017
under the Company's 2009 Deferred Annual Bonus Plan - Deferred
Bonus and Matching Awards.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00.
|
15,407 (Deferred)
|
|
|
£0.00
|
10,273 (Matching)
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
25,680
£0.00
|
e)
|
Date
of the transaction
|
2020-02-17
|
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
|
The number of Ordinary Shares released on awards granted in 2017
under the Company's 2009 Deferred Annual Bonus Plan - Deferred
Bonus and Matching Awards.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
7,302 (Deferred)
|
|
|
£0.00
|
4,869 (Matching)
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
12,171
£0.00
|
e)
|
Date
of the transaction
|
2020-02-17
|
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
19, 2020
|
|
|
|
|
By:/s/ VICTORIA
WHYTE
--------------------------
|
|
|
|
Victoria Whyte
|
|
Authorised
Signatory for and on
|
|
behalf
of GlaxoSmithKline plc
|
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