Evogene Ltd.

Regulatory Filings • Jul 21, 2016

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 July 2016

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 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): ____

CONTENTS

On July 20, 2016, Evogene Ltd., or the Company, held the 2016 Annual 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 June 20, 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.

Date: July 21, 2016

EVOGENE LTD. (Registrant)

By: /s/ Eyal Leibovitz

——————————————

Eyal Leibovitz Chief Financial Officer EXHIBIT NO. DESCRIPTION

99.1. A notice announcing Results of 2016 Annual General Meeting of Shareholders

Exhibit 99.1

Notice of Results of Annual General Meeting of Shareholders

Evogene Ltd., or the Company, announced today that all of the proposals submitted to Shareholder approval at its 2016 Annual General Meeting of Shareholders, held on July 20, 2016 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. The re-election of each of (a) Mr. Martin S. Gerstel, (b) Mr. Ziv Kop, (c) Dr. Adina Makover, (d) Mr. Leon Y. Recanati and (e) Dr. Kinneret Livnat Savitsky (who together constitute the members of our current Board of Directors who have been nominated for an additional term) to serve as a director of our Company for a oneyear term, until the next annual general meeting of shareholders of the Company and until their respective successors are elected and duly qualified.
• 1. The ratification and approval of the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the year ending December 31, 2016 and until the Company's next annual general meeting of shareholders, and the authorization of the Company's Board of Directors and/or the audit committee thereof to fix such accounting firm's annual compensation.
• 1. Approval of the payment of a cash bonus to the Company's President & Chief Executive Officer in respect of 2015 in an amount of \$89,310 as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).
• 1. Approval of the objectives related to, and target amount and potential payment in 2017 of, a cash bonus to the Company's President & Chief Executive Officer to the extent of his achievement during 2016 of those objectives, in accordance with the Company's 2016 annual bonus plan as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).

In addition, members of the Company's management were available to review and discuss the Company's financial statements for the year ended December 31, 2015.

July 21, 2016