gsk201602156k2.htm
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 February 2016
 
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
 
Notification of Transactions of
Directors and Persons Discharging Managerial Responsibility
 
Vesting of Conditional Share Awards
 
 
This notification sets out information relating to the vesting of conditional share awards under the GlaxoSmithKline 2009 Performance Share Plan (the "Performance Share Plan") and the 2009 Deferred Annual Bonus Plan (the "Deferred Annual Bonus Plan").
 
This announcement covers vesting of awards made to Corporate Executive Team members in 2013.  It also covers vesting of awards made to senior executives in 2013 who have been designated as Persons Discharging Managerial Responsibility (PDMRs).
 
2013 Performance Share Plan Awards
The awards made to the individuals listed in the table below were subject to the following performance conditions measured over the three year performance period from 1 January 2013 to 31 December 2015:
 
 
% of the award
Measure
Outcome
Overall outcome
25%
Adjusted free cash flow - The Company did not meet the threshold level of performance for adjusted free cash flow for the three year period.
Lapsed in full
0%
25%
TSR measure - For the three years ending 31 December 2015, the Company's TSR ranked 10th (i.e. below median) against a comparator group of 10 global pharmaceutical companies including GSK.
Lapsed in full
0%
25%
R&D New Products sales measure - For the three year period, the Company achieved New Product sales calculated in accordance with the principles for the measure of £6.192bn, which was between the 75% vesting level of £6.013bn and the maximum vesting level of £6.614bn, after appropriate adjustments for the implications of the three-part transaction with Novartis.
82% vested
20.5%
25%
Business Diversification measure - measuring sales in Vaccines, Consumer Healthcare and Emerging Markets Asia Pacific and Japan.
 
The Remuneration Committee determined that the original target was not sustainable in light of the transformational three-part transaction with Novartis.  The Committee reviewed both the original target and performance in light of the additional sales from the acquired Vaccines business and the Consumer Healthcare joint venture, and other progress made towards diversification.  It determined that vesting for this award was between threshold and maximum and that 69% of this element of the award should vest.
69%
vested
17.25%
 
Total vesting for 2013 award
37.75%
 
 
The table below shows the proportion of these Performance Share Plan awards that vested and lapsed on 12 February 2016.  This includes dividends reinvested since the date of grant.  Note that fractional shares vesting and lapsing have been rounded and that whole shares will be delivered once tax withholding has been applied.
 
 
 
Awards which have vested
Awards which have lapsed
  
 
Ordinary Shares
ADS
Ordinary Shares
ADS
  
Sir Andrew Witty*
193,354
  
318,839
    
Mr S Dingemans*
85,078
  
140,293
    
Dr M Slaoui*
  
58,989
  
97,272
  
Mr R Connor
36,454
  
60,112
    
Mr A Hussain
72,908
  
120,226
    
Mr D Redfern
27,948
  
46,086
    
Ms C Thomas
39,492
  
65,122
    
Mr P Thomson
18,835
  
31,057
    
Mr D Troy
  
36,925
  
60,887
  
Mr P Vallance
85,060
  
140,263
    
Ms E Walmsley
48,606
  
80,150
    

* denotes an Executive Director
        
**25% of Sir Andrew Witty's vested shares (i.e.,48,339 ordinary shares) will be held back, "the holding tranche", for an additional two years as agreed with shareholders beginning with his 2012 Performance Share Plan award
  
 
 
2013 Deferred Annual Bonus Awards
 
In 2013, the following individuals elected to defer part of their 2012 annual bonus into shares under the Deferred Annual Bonus Plan (Deferred Shares).  These awards are matched up to one-for-one depending on the achievement of performance measures (Matching Shares).  The performance measures were the same as for the 2013 Performance Share Plan awards described above and were measured over the same three years to 31 December 2015. 
 
Individuals could elect whether to defer part of their bonus on a pre or post tax basis.  For awards to UK-based individuals, Deferred and Matching shares were granted as nil-cost options over Ordinary Shares.  For awards to US-based individuals, awards of Deferred and Matching shares were granted as conditional awards of ADSs.
 
The table below shows the pre tax Deferred Shares that will vest on the third anniversary of grant, 28 February 2016.  This includes dividends reinvested since the date of grant. 
 
 
 
Deferred Shares:
Nil Cost Option over Ordinary Shares
Deferred Shares:
Conditional Awards of ADSs
  
 
Vested
Vested
  
Sir Andrew Witty*
36,441
    
Mr S Dingemans*
13,798
    
Dr M Slaoui*
  
18,572
  
Mr R Connor
5,709
    
Mr D Redfern
7,698
    
Mr P Thomson
1,087
    
Mr D Troy
  
7,038
  
Mr P Vallance
24,250
    
Ms E Walmsley
14,788
    

* Denotes an Executive Director
    
 
 
For the three year period 1 January 2013 to 31 December 2015, the Company achieved performance as set out in the 2013 Performance Share Plan section above and the Remuneration Committee has confirmed that 37.75% of the award of Matching Shares will vest on the third anniversary of the award and that the balance lapsed.  The table below shows the pre tax Matching Shares that will vest on 28 February 2016, the third anniversary of the Award.  This includes dividends reinvested since the date of grant. 
 
 
 
Matching Shares:
Nil Cost Option over Ordinary Shares
Matching Shares:
Conditional Awards over ADSs
  
 
Vested
Lapsed
Vested
Lapsed
  
Sir Andrew Witty*
13,757
22,685
      
Mr S Dingemans*
5,209
8,589
      
Dr M Slaoui*
    
7,011
11,561
  
Mr R Connor
2,155
3,554
      
Mr D Redfern
2,906
4,792
      
Mr P Thomson
410
676
      
Mr D Troy
    
2,657
4,381
  
Mr P Vallance
9,155
15,096
      
Ms E Walmsley
5,583
9,206
      

* Denotes an Executive Director
        
 
 
The above nil cost options in respect of Deferred Shares and Matching Shares can be exercised until 28 February 2023.  Dividends no longer accrue on vested but unexercised nil cost options post vesting.
 
2013 Performance Share Plan Awards to other PDMRs
 
The following table sets out the conditional awards granted to senior executives in 2013 who have been designated as Persons Discharging Managerial Responsibility.  These awards were dependent on relevant performance conditions measured over the period 1 January 2013 to 31 December 2015.
 
The table below shows the proportion of these Performance Share Plan conditional awards that vested and lapsed on 12 February 2016.  This includes dividends reinvested since the date of grant.
 
 
 
Awards vested
Awards lapsed
Ordinary Shares
Ordinary Shares
Mrs V Whyte
5,213
8,594
 
Awards vested
Awards lapsed
ADSs
ADSs
Mr N Hirons
2,978
4,910
 
 
The Company, Executive Directors and PDMRs were advised of these transactions on 15 February 2016.
 
The closing share prices of an Ordinary Share and of an ADS of GlaxoSmithKline plc at the point of vesting on 12 February 2016 were £13.635 and US$39.76 respectively.
 
This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).
 
 
VA Whyte
Company Secretary
 
15 February 2016
  
 
 
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 15, 2016 
 
 
By: VICTORIA WHYTE
----------------------
 
 
Victoria Whyte
Authorised Signatory for and on
behalf of GlaxoSmithKline plc