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 | Measure and Outcome | % of maximum | % of award | |
Award | ||||
1/3rd | Adjusted Free Cash Flow - For the three-year period, the Company achieved Adjusted Free Cash Flow | 100 | 33.333 | |
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. | ||||
1/3rd | Total Shareholder Return - For the three years ending 31 December 2019, the Company's Total | 0 | 0 | |
Shareholder Return ranked 8th, which is below the threshold vesting level against a comparator group of | ||||
10 global pharmaceutical companies including GSK. | ||||
1/3rd | R&D New Products - For the three-year period, the Company achieved New Product sales calculated in | 100 | 33.333 | |
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. | ||||
Total vesting for 2017 award | 66.666% |
Lapsed 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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GSK - GlaxoSmithKline plc published this content on 19 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 February 2020 17:29:03 UTC