REG - GlaxoSmithKline PLC - Director/PDMR Shareholding
GlaxoSmithKline plc (the 'Company')
Vesting of Conditional Share Awards
This notification sets out the vesting details of Deferred Bonus Awards over Ordinary Shares and American Depositary Shares ('ADS') made in 2016 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 2016 Matching Awards commenced on 1 January 2016 and ended on 31 December 2018 and the restricted period has come to an end.
The Remuneration Committee decided to increase the Adjusted Free Cash Flow ('AFCF') target and associated vesting scale for the 2016 DABP Matching Awards to reduce the level of outperformance attributable to the original timing assumption for the Loss of Advair Exclusivity. The outcome in the table below under AFCF reflects the increased target.
The performance measure vesting details 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 £13.18bn, which is above the threshold level of £11.57bn (see above). An increase of £0.22bn has been applied to the threshold.
77
25.67
1/3rd
Total Shareholder Return - For the three years ending 31 December 2017, the Company's Total Shareholder Return ranked 6th, 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 £10.435bn, which is above the maximum vesting level of £8.532bn. The threshold level was £6.980bn.
100
33.33
Total vesting for 2016 award
Lapsed
59%
41%
The notifications that follow are for awards made to Persons Discharging Managerial Responsibilities ('PDMRs'). They show the vesting of the Deferred Bonus Awards including dividends accrued, and the proportion vesting of the associated Matching Awards i.e., conditional awards that vested according to performance, including dividends accrued on those vesting shares, on 14 February 2019. The balance of these awards made to each PDMR has lapsed.
The closing prices of an Ordinary Share and of an ADS of GlaxoSmithKline plc at the point of vesting on 14 February 2019 were £15.66 and $40.86 respectively.
2017 DABP matching awards
The Remuneration Committee reviewed the 2017 DABP matching awards and agreed to adjust the AFCF target for the awards. Details of the targets and performance against them will as usual be provided in the Company's Remuneration Report.
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 2016 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
32,596 (Deferred)
£0.00
19,234 (Matching)
d)
Aggregated information
Aggregated volume Price
51,830
£0.00e)
Date of the transaction
2019-02-14
f)
Place of the transaction
London Stock Exchange (XLON)
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 2016 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
11,073 (Deferred)
£0.00
6,534 (Matching)
d)
Aggregated information
Aggregated volume Price
17,607
£0.00
e)
Date of the transaction
2019-02-14
f)
Place of the transaction
London Stock Exchange (XLON)
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Mr S Dingemans
b)
Position/status
Chief Financial 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 2016 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
43,044 (Deferred)
£0.00
25,398 (Matching)
d)
Aggregated information
Aggregated volume Price
68,442
£0.00
e)
Date of the transaction
2019-02-14
f)
Place of the transaction
London Stock Exchange (XLON)
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 2016 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
15,914 (Deferred)
£0.00
9,392 (Matching)
d)
Aggregated information
Aggregated volume Price
25,306
£0.00
e)
Date of the transaction
2019-02-14
f)
Place of the transaction
London Stock Exchange (XLON)
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 2016 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
20,254 (Deferred)
£0.00
11,952 (Matching)
d)
Aggregated information
Aggregated volume Price
32,206
£0.00
e)
Date of the transaction
2019-02-14
f)
Place of the transaction
London Stock Exchange (XLON)
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 2016 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
9,064 (Deferred)
£0.00
5,349 (Matching)
d)
Aggregated information
Aggregated volume Price
14,413
£0.00
e)
Date of the transaction
2019-02-14
f)
Place of the transaction
London Stock Exchange (XLON)
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Ms C Thomas
b)
Position/status
SVP, Human Resources
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 2016 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
29,636 Deferred)
£0.00
17,488 (Matching)
d)
Aggregated information
Aggregated volume Price
47,124
£0.00
e)
Date of the transaction
2019-02-14
f)
Place of the transaction
London Stock Exchange (XLON)
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