gsk201502126k.htm
FORM 6-K/A
 
 
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549
 
 
Report of Foreign Issuer
 
 
Pursuant to Rule 13a-16 or 15d-16 of

athe Securities Exchange Act of 1934
 
 
 
For period ending February 2015
 
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
--

 
 
 
 

 

 

 
Notification of Transactions of Directors and Persons Discharging Managerial Responsibility
 
Grant of Conditional Share Awards under GlaxoSmithKline Share Plans
 
Conditional Share Awards
On 11 February 2015 the Company granted conditional share awards to Executive Directors and Persons Discharging Managerial Responsibility (PDMRs) under the GlaxoSmithKline 2009 Performance Share Plan and the GlaxoSmithKline 2009 Deferred Annual Bonus Plan.
 
2009 Performance Share Plan
The 2009 Performance Share Plan (PSP) was approved by shareholders on 20 May 2009, and allows a performance-related opportunity in the form of conditional awards to be made to senior executives in the Group, including the Executive Directors.
 
Under the terms of the PSP, conditional awards are granted over a specific number of Ordinary Shares 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.
 
The PSP awards made on 11 February 2015 are based on three equally weighted performance measures:
 
 
Key strategic priorities
Performance Measure
Proportion  of each award
Deliver value to shareholders
Total Shareholder Return (TSR)
1/3rd
Simplify the operating model
Adjusted free cash flow
1/3rd
Deliver more products of value
Research & Development (R&D) new product performance
1/3rd
 
The performance period for the awards is the three financial years from 1 January 2015 to 31 December 2017. 
 
TSR measure
One third of each conditional award is based on relative TSR.  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 10 companies including the Company). The vesting schedule is based on delivering 30% vesting for achieving median performance.  However, in a group of 10 companies, the median (position 5.5) falls between two companies. Therefore, 0% will vest if the Company's TSR is ranked 6th and 44% will vest if its TSR is ranked 5th, i.e. above median, in the comparator group.  The maximum amount will vest for this element, if the Company's TSR is ranked in positions 1, 2 or 3.
 
The companies in the TSR comparator group are AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Johnson & Johnson, Merck, Novartis, Pfizer, Roche Holdings, Sanofi and GlaxoSmithKline.
 
Adjusted free cash flow measure
One third of each conditional award is based on adjusted free cash flow. The performance targets for this measure will be determined and communicated following the close and implementation of the three part transaction with Novartis which is expected to complete during the first half of 2015.  It is anticipated that this will be communicated by the end of July 2015.
 
R&D new product measure
One third of each conditional award is based on R&D new product performance.  Due to commercial sensitivity, the Remuneration Committee has decided that the R&D new product target cannot be published at the time of grant.  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. 
 
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.
 
The Executive Directors or PDMRs in the tables below were each granted a conditional award under the terms of the PSP. Awards granted are of Ordinary Shares or ADS. The table below shows the number of Ordinary Shares or ADS which can potentially vest in respect of this incentive opportunity.
 
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.
 
 
 
Number of Ordinary Shares/ADS potentially vesting in respect of the element of the award subject to the TSR measure
(N.B. One ADS represents two Ordinary Shares)
 
Ordinary Shares
6th position or below
5th position
Maximum
Sir Andrew Witty*
Nil
62,970
143,113
Mr S Dingemans*
Nil
27,710
62,977
Mr R Connor
Nil
12,741
28,957
Mr N Hirons
Nil
6,177
14,040
Mr A Hussain
Nil
28,957
65,811
Mr D Redfern
Nil
10,135
23,034
Ms C Thomas
Nil
13,513
30,712
Mr P Thomson
Nil
7,818
17,769
Dr P Vallance
Nil
28,107
63,880
Ms E Walmsley
Nil
16,370
37,205
ADS
Dr M Slaoui*
Nil
19,214
43,668
Ms D Connelly
Nil
8,073
18,349
Mr W Louv
Nil
5,636
12,810
Mr D Troy
Nil
11,909
27,067
* Denotes an Executive Director
 
 
 
 
Number of Ordinary Shares/ADS potentially vesting in respect of the element of the award subject to the adjusted free cash flow and R&D new product measures
(N.B. One ADS represents two Ordinary Shares)
Ordinary Shares
Below threshold
 
At threshold
Maximum
Sir Andrew Witty*
Nil
71,556
286,225
Mr S Dingemans*
Nil
31,488
125,953
Mr R Connor
Nil
14,478
57,913
Mr N Hirons
Nil
7,020
28,079
Mr A Hussain
Nil
32,905
131,622
Mr D Redfern
Nil
11,517
46,067
Ms C Thomas
Nil
15,356
61,423
Mr P Thomson
Nil
8,884
35,538
Dr P Vallance
Nil
31,940
127,761
Ms E Walmsley
Nil
18,602
74,410
ADS
Dr M Slaoui*
Nil
21,834
87,337
Ms D Connelly
Nil
9,174
36,697
Mr W Louv
Nil
6,405
25,619
Mr D Troy
Nil
13,533
54,133
* Denotes an Executive Director
 
Subject to the below qualification regarding the awards to Executive Directors, the vesting date for these conditional awards will be the date, following the end of the three year performance period, on which the Remuneration Committee determines the extent to which the performance conditions have been achieved or such other later date as determined by the Remuneration Committee.
 
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.
 
All of the above conditional awards were made on 11 February 2015 and were determined, in accordance with the PSP rules, using an Ordinary Share price of £15.195, being the closing price quoted on the London Stock Exchange and an ADS price of US$46.25, the closing price quoted on the New York Stock Exchange on 10 February 2015.
 
 
2009 Deferred Annual Bonus Plan
 
The 2009 Deferred Annual Bonus Plan (DABP) was approved by shareholders on 20 May 2009, and allows a performance related opportunity in the form of conditional awards to be made to eligible employees. 
 
All Executive Directors and Corporate Executive Team (CET) members are required to defer 25% of any bonus earned into Ordinary Shares or ADSs and may choose to invest up to an additional 25% (i.e. up to a maximum of 50%) (Deferred Bonus Award).
 
The Company will match Ordinary Shares or ADS up to one-for-one depending on the achievement of performance targets (Matching Award).  The performance measures, vesting schedules and performance period for the Matching Award will be the same as for the PSP awards described above.
 
The awards of Deferred and Matching shares have been granted as nil-cost options over Ordinary Shares for UK and Singapore based pre-tax participants and conditional awards over ADS for US pre-tax participants. The percentage of Matching shares that ultimately vests will be dependent on the achievement of the performance targets.
 
Dividends accrue on the Deferred shares during the performance period. Dividends also accrue on the conditionally awarded Matching shares during the performance period, but will only vest to the extent that the Matching shares themselves vest at the end of the relevant performance period. These dividends are not included in the figures below.
 
The following individuals have invested a proportion of their bonus in the DABP in respect of the 2014 bonus that they have earned on a gross or pre-tax basis. The following awards are gross of tax:
 
Deferred Bonus Awards
 
 
 
Number of Ordinary Shares/ADS potentially vesting in respect of the Deferred Bonus Award
(N.B. One ADS represents two Ordinary Shares)
 
Number of Ordinary Shares subject to Deferred Bonus Award
Number of ADS subject to Deferred Bonus Award
 
Sir Andrew Witty*
30,172
 
Mr S Dingemans*
14,680
 
Dr M Slaoui*
 
11,973
Ms D Connelly
 
2,613
Mr R Connor
7,698
 
Mr N Hirons
5,391
 
Mr A Hussain
12,703
 
Mr W Louv
 
3,904
Mr D Redfern
8,637
 
Ms C Thomas
11,624
 
Mr P Thomson
3,948
 
Mr D Troy
 
6,196
Dr P Vallance
17,111
 
Ms E Walmsley
10,511
 
* Denotes an Executive Director
 
Matching Award
 
 
 
Number of Ordinary Shares/ADS potentially vesting in respect of the element of the Matching Award subject to the TSR measure
(N.B. One ADS represents two Ordinary Shares)
Ordinary Shares
6th position or below
5th position
Maximum
Sir Andrew Witty*
Nil
4,425
10,057
Mr S Dingemans*
Nil
2,153
4,893
Mr R Connor
Nil
1,129
2,566
Mr N Hirons
Nil
791
1,797
Mr A Hussain
Nil
1,863
4,234
Mr D Redfern
Nil
1,267
2,879
Ms C Thomas
Nil
1,705
3,875
Mr P Thomson
Nil
579
1,316
Dr P Vallance
Nil
2,510
5,704
Ms E Walmsley
Nil
1,542
3,504
ADS
Dr M Slaoui*
Nil
1,756
3,991
Ms D Connelly
Nil
383
871
Mr W Louv
Nil
573
1,301
Mr D Troy
Nil
909
2,065
* Denotes an Executive Director
 
 
 
Number of Ordinary Shares/ADS potentially vesting in respect of the element of the Matching Award subject to the adjusted free cash flow and R&D new product measures
(N.B. One ADS represents two Ordinary Shares) 
Ordinary Shares
Below threshold
 
At threshold
Maximum
Sir Andrew Witty*
Nil
5,029
20,115
Mr S Dingemans*
Nil
2,447
9,787
Mr R Connor
Nil
1,283
5,132
Mr N Hirons
Nil
898
3,594
Mr A Hussain
Nil
2,117
8,469
Mr D Redfern
Nil
1,439
5,758
Ms C Thomas
Nil
1,937
7,749
Mr P Thomson
Nil
658
2,632
Dr P Vallance
Nil
2,852
11,407
Ms E Walmsley
Nil
1,752
7,007
ADS
Dr M Slaoui*
Nil
1,995
7,982
Ms D Connelly
Nil
435
1,742
Mr W Louv
Nil
651
2,603
Mr D Troy
Nil
1,033
4,131
* Denotes an Executive Director
 
The vesting date for these conditional awards will be the later of the date, following the end of the three year performance period, on which the Remuneration Committee determines the extent to which the performance measures have been achieved, the third anniversary of the Award Date or such other later date as determined by the Remuneration Committee.
 
All of the above conditional awards were made on 11 February 2015. The awards made were determined, using an Ordinary Share price of £15.195 the closing price quoted on the London Stock Exchange and an ADS price of US $46.25, the closing price quoted on the New York Stock Exchange on 10 February 2015.
 
The Company, Executive Directors and PDMRs were advised of these transactions on 12 February 2015.
 
This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).
 
V A Whyte
Company Secretary
 
 
12 February 2015
 

 

 

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 12, 2015 
 
 
By: VICTORIA WHYTE
----------------------
 
 
Victoria Whyte
Authorised Signatory for and on
behalf of GlaxoSmithKline plc