Evogene Ltd.

Regulatory Filings • Jan 18, 2017

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 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2017

Commission File Number 001-36187

EVOGENE LTD.

(Translation of Registrant's Name into English)

13 Gad Feinstein Street Park Rehovot P.O.B 2100 Rehovot 7612002 Israel

(Address of principal executive offices)

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 ☒ 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): ____

CONTENTS

On January 17, 2017, Evogene Ltd., or the Company, held a Special General Meeting of Shareholders, or the Meeting, at its principal executive offices in Rehovot, Israel. At the Meeting, at which a quorum was present, each proposal on the agenda was duly approved. A description of the proposals can be found in the Company's proxy statement with respect to the Meeting, which was attached as Exhibit 99.2 to the Company's Report of Foreign Private Issuer, furnished to the Securities and Exchange Commission on December 12, 2016.

A notice announcing the results of the Meeting is appended to this report as Exhibit 99.1.

SIGNATURE

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 authorized.

EVOGENE LTD. (Registrant)

By: /s/ Ofer Haviv

—————————————— Ofer Haviv President & Chief Executive Officer

3

Date: January 18, 2017

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1. A notice announcing Results of Special General Meeting of Shareholders

EXHIBIT 99.1

Notice of Results of Special General Meeting of Shareholders

Evogene Ltd., or the Company, announced today that all of the proposals submitted to Shareholder approval at the Special General Meeting of Shareholders, held on January 17, 2017 in Rehovot, Israel, or the Meeting, were duly approved. At the Meeting, shareholders of the Company approved each of the following by requisite majorities under the Company's articles of association and the Israeli Companies Law, 5799-1999:

(1) Re-election of Mrs. Sarit Firon to serve as director of the Company until the 2017 annual general meeting of shareholders of the Company, and until her successor is duly qualified.

(2) Approval of an updated compensation policy for the directors and other office holders of our Company.

(3) Assuming approval of Proposal 1, approval of an initial grant of options, to purchase 10,000 of our ordinary shares and subsequent annual grants of options to purchase 2,500 of our ordinary shares, to Mrs. Sarit Firon, in accordance with the grant mechanism described in the Compensation Policy, and subject to the terms thereof (including continued service by her on the Company's board of directors).

January 18, 2017