Report of Foreign Issuer (6-k)
March 18 2020 - 9:24AM
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 March 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
As announced on 19 February 2020, awards made to the Chief
Executive Officer and other Persons Discharging Managerial
Responsibilities ('PDMRs') under the GlaxoSmithKline 2009 Deferred
Annual Bonus Plan ('DABP') and the associated Matching Awards,
vested on 17 and 18 February 2020. These awards were made on a
pre-tax basis. The Matching Awards were subject to the achievement
of relevant business performance measures over a three-year
performance period beginning on 1 January 2017 and ending on 31
December 2019.
The notifications that follow relate to a PDMR who elected to
participate in the DABP in respect of his deferred bonus amount on
a post-tax basis. The awards were made over American Depositary
Shares ('ADSs'). The first notification shows the vesting of the
deferred bonus amount (Co-Investment shares), including dividends
accrued, and the proportion of the Matching Award, including
dividends accrued, which vested subject to the achievement of
relevant business performance measures. The second notification
shows the proportion of the vested Matching Award which was
withheld for tax. The performance measure vesting details for the
DABP Matching Award 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 vesting date was 16 March 2020 and the closing price of an ADS
on that date was $33.67.
Transaction notification
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 an award granted in 2017 under the
Company's 2009 Deferred Annual Bonus Plan - Deferred Bonus
(Co-investment shares) and Matching Award (post-tax).
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$0.00
|
2,391.955 (Co-investment shares)
|
|
|
$0.00
|
1,614 (Matching Award)
|
|
|
|
|
|
d)
|
Aggregated
information
|
|
Aggregated
volume Price
|
4,005.955
$0.00
|
e)
|
Date
of the transaction
|
2020-03-16
|
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 sale of ADSs to meet tax liabilities on the vesting of the
Matching Award under the Company's 2009 Deferred Annual Bonus
Plan.
|
c)
|
Price(s)
and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$33.42
|
825
|
|
|
|
|
|
d)
|
Aggregated
information
|
N/A (single transaction)
|
Aggregated
volume Price
|
|
e)
|
Date
of the transaction
|
2020-03-16
|
f)
|
Place
of the transaction
|
New York Stock Exchange (XNYS)
|
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: March
18, 2020
|
|
|
|
|
By:/s/ VICTORIA
WHYTE
--------------------------
|
|
|
|
Victoria Whyte
|
|
Authorised
Signatory for and on
|
|
behalf
of GlaxoSmithKline plc
|
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