Report of Foreign Issuer (6-k)
February 19 2020 - 12:34PM
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 Performance Share Plan Awards
This notification sets out the vesting details of awards over
Ordinary Shares and American Depositary Shares ('ADSs') made to
Persons Discharging Managerial Responsibilities ('PDMRs') and their
Persons Closely Associated ('PCAs') in 2017 under the
GlaxoSmithKline 2017 Performance Share Plan ('PSP'), which were
subject to relevant business performance conditions. Awards
were made in 2017 following the approval of the 2017 Remuneration
Policy and the 2017 PSP rules by shareholders at the Annual General
Meeting in May 2017. The three-year performance period for the 2017
awards commenced on 1 January 2017 and ended on 31 December
2019.
The Remuneration Committee determined that the normal three-year
vesting period for the award made to the Chief Executive Officer
should end in July 2020 on the third anniversary of the award, and
thereafter the additional two-year vesting period applicable to
Executive Directors would apply to her award. For all other
Corporate Executive Team members and PSP participants who received
the 2017 awards, the awards vested on 17 February 2020 (for awards
over Ordinary Shares) and 18 February 2020 (for awards over ADSs),
following the determination of performance and to meet tax
compliance requirements in some markets.
The performance measure vesting details for those PDMRs who
received awards in 2017 are set out in the following
table.
|
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 vesting 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 PDMRs and
detail the PSP conditional awards that vested, including dividends
accrued, on 17 and 18 February 2020. The balance of the award
made to each PDMR has lapsed.
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
|
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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
93,106
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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
|
Ms D Conrad
|
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
|
The number of Ordinary Shares vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
9,168
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 J Ford
|
b)
|
Position/status
|
SVP
& General Counsel
|
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 vesting on awards granted in 2017 under the
Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$0.00
|
5,221
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
34,302
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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
|
Ms S Jackson
|
b)
|
Position/status
|
SVP,
Global Communications & CEO Office
|
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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
9,168
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 D Jackson
|
b)
|
Position/status
|
PCA
of Ms S Jackson (SVP,
Global Communications & CEO Office)
|
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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
2,363
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 vesting on awards granted in 2017 under the
Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$0.00
|
64,736
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 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
|
The number of Ordinary Shares vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
270,447
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
66,645
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 Simard
|
b)
|
Position/status
|
President,
Pharmaceuticals Supply Chain
|
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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
9,168
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
46,063
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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
|
Ms D Waterhouse
|
b)
|
Position/status
|
CEO, ViiV 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
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature
of the transaction
|
The number of Ordinary Shares vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
12,572
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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
|
Ms V Whyte
|
b)
|
Position/status
|
Company
Secretary
|
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 vesting on awards granted in 2017
under the Company's 2017 Performance Share Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£0.00
|
9,168
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
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.
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GlaxoSmithKline plc
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(Registrant)
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Date: February
19, 2020
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By:/s/ VICTORIA
WHYTE
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Victoria Whyte
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Authorised
Signatory for and on
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behalf
of GlaxoSmithKline plc
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