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
11 March
2019
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
')
2019 Performance Share Plan Award and 2019 Performance
Measures
2019 Performance Share Plan Award
On 8 March 2019, 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 ('Ords') 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.
2019 Performance Measures
The performance condition information that follows applies to the
2019 Performance Share Plan Awards.
The performance period for the awards is the three financial years
from 1 January 2019 to 31 December 2021. The awards are based
on three equally weighted performance measures:
Performance Measure
|
Proportion of each award
|
Relative
Total Shareholder Return (TSR)
|
1/3rd
|
Adjusted
Free Cash Flow (AFCF)
|
1/3rd
|
Research
& Development (R&D) New Product performance
|
1/3rd
|
Relative 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). This TSR comparator group
remains unchanged. 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.
The Relative TSR vesting schedule for the 2019 awards has been
revised versus last year's award and is based on delivering 25%
vesting for achieving median performance. In a group of 10
companies, the median (position 5.5) falls between two companies.
The vesting schedule for the 2019 awards is as
follows:
Ranking position
|
Vesting Schedule
|
1
st
,
2
nd
or
3rd
|
100%
|
4
th
|
70%
|
5
th
|
40%
|
Median
(Threshold vesting)
|
25%
|
6
th
or
below
|
0%
|
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 this 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 2019 award will vest as follows:
Performance Level
|
Adjusted Free Cash Flow target
|
Proportion Vesting
|
Below
threshold
|
<
£11.74bn
|
0%
|
Threshold
|
£11.74bn
|
25%
|
|
£12.10bn
|
50%
|
|
£13.31bn
|
75%
|
Maximum
|
£13.91bn
|
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 thefinancial
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)
|
|
|
£15.124
|
404,592
|
|
|
|
|
|
d)
|
Aggregated information
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
instrument
|
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
b)
|
Nature of thetransaction
|
A conditional award of ADSs under the Company's 2017 Performance
Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$40.12
|
217,161
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
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)
|
|
|
£15.124
|
176,560
|
|
|
|
|
|
d)
|
Aggregated information
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
instrument
|
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
b)
|
Nature of thetransaction
|
A conditional award of ADSs under the Company's 2017 Performance
Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$40.12
|
68,693
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
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)
|
|
|
£15.124
|
56,479
|
|
|
|
|
|
d)
|
Aggregated information
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
f)
|
Place of the
transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mr I Mackay
|
b)
|
Position/status
|
Chief Financial Officer Designate
|
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 thefinancial
instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature of thetransaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£15.124
|
225,255
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
instrument
|
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
b)
|
Nature of thetransaction
|
A conditional award of ADSs under the Company's 2017 Performance
Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$40.12
|
99,202
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
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)
|
|
|
£15.124
|
197,760
|
|
|
|
|
|
d)
|
Aggregated information
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
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)
|
|
|
£15.124
|
162,978
|
|
|
|
|
|
d)
|
Aggregated information
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature of thetransaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£15.124
|
95,070
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
instrument
|
American Depositary Shares ('ADSs')
ISIN: US37733W1053
|
b)
|
Nature of thetransaction
|
A conditional award of ADSs under the Company's 2017 Performance
Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$40.12
|
83,798
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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 thefinancial
instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature of thetransaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£15.124
|
74,433
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
f)
|
Place of the
transaction
|
n/a
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Mrs 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 thefinancial
instrument
|
Ordinary shares of 25 pence each ('Ordinary Shares')
ISIN: GB0009252882
|
b)
|
Nature of thetransaction
|
A conditional award of Ordinary Shares under the Company's 2017
Performance Share Plan.
|
c)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£15.124
|
11,800
|
|
|
|
|
|
d)
|
Aggregatedinformation
|
n/a (single transaction)
|
Aggregated volumePrice
|
|
e)
|
Date
of the transaction
|
2019-03-08
|
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: March
11, 2019
|
|
|
|
|
By: VICTORIA
WHYTE
--------------------------
|
|
|
|
Victoria Whyte
|
|
Authorised
Signatory for and on
|
|
behalf
of GlaxoSmithKline plc
|
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