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 2009
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
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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
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Notification of Transactions of Directors and Persons Discharging Managerial Responsibility
Awards made by GlaxoSmithKline
On 17 February 2009, the
Company granted a number of share-based awards to Directors and Persons
Discharging Managerial Responsibility (PDMRs). The following awards were
made under the GlaxoSmithKline Share Option Plan and are subject to
performance conditions.
The Share Option
Plan was approved by shareholders on 31 July 2000, and allows awards to
be made to senior executives in the Group, including the Executive Directors. The
details of these awards are shown below.
Under the terms of
the GlaxoSmithKline Share Option Plan, share options allow the holder
to buy Ordinary shares or ADSs at a future date at a price determined by reference to
the market price of shares at the time of grant. The ultimate number of share options that
become exercisable depends on GSK's earnings per share (EPS) growth over the
performance period.
The performance condition compares the
compound annual increase in the Company's EPS with the increase in the Retail
Prices Index (RPI) over the performance period compared to the base year (the
financial year ended 31 December 2008). No options vest unless the Company's EPS
increase exceeds RPI by 3% per annum. 30% of the share options
vest for an EPS increase of 3% p.a. in excess of RPI, 65% vest at
4% p.a. in excess of RPI, 85% vest at 5% p.a. in excess
of RPI and 100% vest for an increase of 6% p.a. or more in
excess of RPI.
Vesting increases on a straight-line basis for
EPS performance between these hurdles.
In respect of 50% of an Option, EPS will be
measured over the three financial years that started on 1 January 2009 and will
end on 31 December 2011. To the extent that options do not vest following the
measurement of the performance condition over the three year period, they will
lapse.
In respect of the remaining 50% of an
Option, EPS will be measured over the four financial years that started on 1 January
2009 and will end on 31 December 2012. To the extent that options do not
vest following the measurement of the performance condition over the four
year period, they will lapse.
The individuals in the tables below, who are all Executive Directors or PDMRs, were each granted an award under the terms of the GlaxoSmithKline Share Option Plan. Options are granted over either the Company's 25p Ordinary shares or over the Company's ADSs. One ADS equals two Ordinary shares. The table below shows the number of Ordinary Shares or ADSs which can vest in total, taking into account both the three and four year performance periods.
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Number of Ordinary shares potentially vesting |
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Less than |
RPI+3%p.a.
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RPI+4%p.a.
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RPI+5%p.a.
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RPI+6%p.a. |
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Mr S M Bicknell |
Nil |
15,150 |
32,825 |
42,925 |
50,500 |
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Mr J M Clarke |
Nil |
53,250 |
115,375 |
150,875 |
177,500 |
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Mr E J Gray |
Nil |
34,500 |
74,750 |
97,750 |
115,000 |
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Mr M Dunoyer |
Nil |
27,750 |
60,125 |
78,625 |
92,500 |
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Mr A Hussain |
Nil |
53,250 |
115,375 |
150,875 |
177,500 |
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Mr D Learmouth |
Nil |
15,150 |
32,825 |
42,925 |
50,500 |
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Mr D Redfern |
Nil |
21,000 |
45,500 |
59,500 |
70,000 |
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Ms C Thomas |
Nil |
27,750 |
60,125 |
78,625 |
92,500 |
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Mr J Stephenne |
Nil |
34,500 |
74,750 |
97,750 |
115,000 |
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Number of ADSs potentially vesting |
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(N.B. One ADS represents two Ordinary shares) |
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Less than |
RPI+3%p.a. |
RPI+4%p.a. |
RPI+5%p.a. |
RPI+6%p.a. |
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Dr M Slaoui* |
Nil |
47,625 |
103,188 |
134,938 |
158,750 |
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Ms D Connelly |
Nil |
53,250 |
115,375 |
150,875 |
177,500 |
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Mr D J Phelan |
Nil |
26,625 |
57,688 |
75,438 |
88,750 |
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Mr D Pulman |
Nil |
26,625 |
57,688 |
75,438 |
88,750 |
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Mr W C Louv |
Nil |
17,250 |
37,375 |
48,875 |
57,500 |
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Mr D Troy |
Nil |
26,625 |
57,688 |
75,438 |
88,750 |
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* denotes an Executive Director
Options were granted
on 17 February 2009 with an exercise price of £11.77 (or
US$33.42 in the case of ADSs). The vesting date for these awards
is 17 February 2012 as to the First 50% and 17 February 2013 as to the
Second 50%, subject to the Remuneration Committee having determined
that the performance condition, measured over three and four years
respectively, has been satisfied by those
dates.
The price of an Ordinary share
on 17 February 2009 was £11.77 and the price of an ADS was
$33.42.
The Company, Directors
and PDMRs were advised of these transactions on 18 February
2009.
This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).
S M Bicknell
Company
Secretary
18 February 2009
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Enquiries: |
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UK Media enquiries: |
Philip Thomson |
(020) 8047 5502 |
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David Outhwaite |
(020) 8047 5502 |
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Stephen Rea |
(020) 8047 5502 |
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US Media enquiries: |
Nancy Pekarek |
(919) 483 2839 |
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Mary Anne Rhyne |
(919) 483 2839 |
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Kevin Colgan |
(919) 483 2839 |
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Sarah Alspach |
(215) 751 7709 |
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European Analyst/Investor enquiries: |
David Mawdsley |
(020) 8047 5564 |
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Sally Ferguson |
(020) 8047 5543 |
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Gary Davies |
(020) 8047 5503 |
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US Analyst/ Investor enquiries: |
Tom Curry |
(215) 751 5419 |
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Jen Hill |
(215) 751 7002 |
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 18 2009
By: VICTORIA WHYTE
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Victoria Whyte
Authorised Signatory for and on
behalf of GlaxoSmithKline plc