0001654954-22-001778.txt : 20220217 0001654954-22-001778.hdr.sgml : 20220217 20220217111139 ACCESSION NUMBER: 0001654954-22-001778 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220217 FILED AS OF DATE: 20220217 DATE AS OF CHANGE: 20220217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLAXOSMITHKLINE PLC CENTRAL INDEX KEY: 0001131399 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15170 FILM NUMBER: 22646282 BUSINESS ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS BUSINESS PHONE: 011442080475000 MAIL ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS 6-K 1 a0454c.htm DIRECTOR/PDMR SHAREHOLDING a0454c
 
 
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 2022
 
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')
 
2022 Performance Share Plan Award and 2022 Performance Measures
 
2022 Performance Share Plan Award
 
On 15 February 2022, the Company granted conditional share awards to the Persons Discharging Managerial Responsibilities ('PDMRs') and their Persons Closely Associated ('PCAs') listed below 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 other PDMRs. 
 
Under the terms of the Plan, conditional awards are granted over a specific number of Ordinary Shares or American Depositary Shares ('ADSs'), and the percentage of awards that ultimately vests is dependent on the level of achievement against performance targets set by the Remuneration Committee.
 
The 2022 awards have been granted to GSK employees only.  Current GSK employees who will move to the new consumer healthcare business were excluded and will receive awards over consumer healthcare shares at a later time to be determined by the new company with performance measures aligned to the consumer healthcare business strategy.   
 
2022 Performance Measures
 
In accordance with the Remuneration Policy and company growth focus, the awards will be based on the following five measures:
 
Performance Measure
Proportion of
each award
Relative Total Shareholder Return (TSR)
 
30%
GSK Total Sales
 
20%
GSK Profit
 
20%
Pipeline Progress
 
20%
ESG: Environment
 
10%
 
The performance period for the awards is the three financial years from 1 January 2022 to 31 December 2024.
 
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.
 
In a group of 10 companies, the median (position 5.5) falls between two companies. The vesting schedule for the 2022 awards is as follows:
 
Ranking position
Vesting Schedule
1st, 2nd or 3rd
100%
4th
70%
5th
40%
Median (Threshold vesting)
25%
6th or below
0%
 
GSK Total Sales & Profit measures
 
The Total Sales and Profit measures recognise the importance of the commercial ambitions in our Investor Update "(IU") and the Committee has set targets that align with those commitments.  The targets for GSK Total Sales and Profit measures are of their nature commercially sensitive at the time of grant. At the end of the performance period we will provide full disclosure of what has been achieved. Reflecting our growth agenda the Threshold for vesting for both measures is now 99% of target.
 
Both the Total Sales and Profit measures in the 2022 award will vest as follows:
 
 
Performance vs Target
Proportion Vesting
Below Threshold
<99% of Target
Nil
Threshold
99% of Target
25%
Target
100% of Target
50%
 
103% of Target
75%
Maximum
105% of Target
100%
 
The proportions vesting between the above vesting levels will be calculated on a straight-line basis.
 
 
Pipeline Progress measure
 
The Pipeline Progress measure, introduced in 2020, reflects our emphasis on Innovation and seeks to reward acceleration and strengthening of the pipeline. The measure is based on two equally weighted elements of our key assets or indications: 
 
 
Proportion of award
 
Pipeline Progress - Sub-measure
10%
Pivotal trial starts, which focus mainly on phase III registrational trial starts, but may also include phase II starts (for example, in oncology)
 
10%
Major regulatory approval milestones
 
 
Points will be allocated to the successful assets in each sub-measure based upon their forecast commercial value (peak year sales) at the end of the performance period.
 
These sub-measures of the 2022 award will vest as follows:
Pivotal Trial Starts                                                                                                             
Performance Level
Points
Payout
Below Threshold
<11
Nil
Threshold
11
25%
 
13
50%
 
15
75%
Maximum
17
100%
Major Regulatory Approvals
Performance Level
Points
Payout
Below Threshold
<16
Nil
Threshold
16
25%
 
18
50%
 
20
75%
Maximum
22
100%
 
Where relevant, achievements between the above performance levels will be rewarded on a straight-line basis.
 
Due to commercial sensitivity, the Remuneration Committee remains of the view that the Pipeline Progress measure targets cannot be published at the time of grant.  At the end of the performance period we will provide full disclosure of what has been achieved, in terms of both milestones and aggregate points, along with a narrative commentary on performance. 
 
ESG: Environment measure
 
An ESG Environment measure has been introduced, based upon our Trust priority and goal of having a Nature Net Positive and Climate Net Zero impact by 2030, details of which are provided on our website. The ESG Environment measure includes six key performance indicators (KPIs), three towards our Climate ambitions and three towards our Nature ambitions.  To achieve 75% vesting, all six measures must have met their 2024 targets.  To achieve 100% vesting, two of the six measures, at least one in Climate and one in Nature, must have exceeded their 2024 targets.
 
 
 
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 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 ADSs.
 
3.   Dividends will accrue on the conditional award of Ordinary Shares or ADSs 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 (the 'Holding Period') from the normal vesting date, i.e. five years in total.  During the additional Holding Period, the relevant Ordinary Shares or ADSs would only be forfeited in the event that the Executive Director was terminated for cause, and the Ordinary Shares or ADSs will continue to carry rights to dividend equivalents. 
 
 
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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.  
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
461,059
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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
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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
233,028
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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, Vaccines and Global Health
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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan. 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
182,746
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
f)
Place of the transaction
 
N/A
 
 
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Ms D Conrad
b)
Position/status
Chief People 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
A conditional award of notional Ordinary Shares under the Company's 2017 Performance Share Plan. 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
96,591
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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 and 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 the financial 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)
 
 
£15.712
157,331
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
f)
Place of the transaction
 
N/A
 
 
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Ms S Jackson
b)
Position/status
SVP, Global Communications and CEO Office
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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
55,106
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
f)
Place of the transaction
 
N/A
 
 
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Mr D Jackson
b)
Position/status
PCA of Ms S Jackson (SVP, Global Communications and CEO Office)
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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
..
5,570
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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
Chief Commercial 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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
229,124
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
f)
Place of the transaction
 
N/A
 
 
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Ms S Ramakrishnan
b)
Position/status
Chief Digital and 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 the financial instrument
American Depositary Shares ('ADSs')
 
ISIN: US37733W1053
b)
Nature of the transaction
A conditional award of ADSs under the Company's 2017 Performance Share Plan. 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
$42.87
52,484
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
168,607
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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 the financial 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)
 
 
£15.712
148,421
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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
A conditional award of Ordinary Shares under the Company's 2017 Performance Share Plan.
 
c)
Price(s) and volume(s)
 
Price(s)
Volume(s)
 
 
£15.712
77,764
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
f)
Place of the transaction
 
N/A
 
 
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Ms D Waterhouse
b)
Position/status
CEO, ViiV 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
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)
 
 
£15.712
146,384
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
f)
Place of the transaction
 
N/A
 
 
1.
Details of PDMR/person closely associated with them ('PCA')
a)
Name
Ms 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 the financial 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)
 
 
£15.712
11,800
 
 
 
 
 
d)
Aggregated information
 
N/A (single transaction)
 
Aggregated volume
Price
 
 
e)
Date of the transaction
2022-02-15
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 17, 2022
 
 
 
 
By:/s/ VICTORIA WHYTE
--------------------------
 
 
 
Victoria Whyte
 
Authorised Signatory for and on
 
behalf of GlaxoSmithKline plc