Foreign Filer Report • Jul 18, 2025
Foreign Filer Report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For the month of July 2025
Commission File Number: 001-36187
(Translation of Registrant's Name into English)
13 Gad Feinstein Street, Park Rehovot Rehovot 7638517, 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 ☐
Evogene Ltd. ("Evogene" or the "Company") previously published a notice of annual general meeting of shareholders (the "Meeting") to be held on August 11, 2025, and furnished a Report of Foreign Private Issuer on Form 6-K on June 17, 2025 (the "Original 6-K"), which included, as Exhibit 99.3, a form of proxy card for use by shareholders of record as of the record date for the Meeting.
It has come to the Company's attention that the proxy card attached as Exhibit 99.3 to the Original 6-K did not enable shareholders to vote separately for each director nominee. To address this oversight, the Company is hereby furnishing an updated proxy card, attached as Exhibit 99.1 to this Form 6-K, which enables shareholders to vote for each director nominee individually.
Shareholders voting through Broadridge Financial Solutions, Inc. (the Company's tabulation agent, "Broadridge") or through the Tel Aviv Stock Exchange ("TASE") should experience no issues in voting for each director nominee, as the voting mechanisms provided by Broadridge and the TASE allow for such individual voting regardless of the form of proxy card previously furnished. The Company is re-submitting the proxy card for the sake of good order and to ensure clarity and consistency for all shareholders.
The contents of Exhibit 99.1 to this Form 6-K, as well as the contents of the Original 6-K (including Exhibits 99.1, 99.2 and 99.3 thereto), are incorporated by reference into the registration statements on Form F-3 (Securities and Exchange Commission ("SEC") File Nos. 333-277565 and 333-253300), and Form S-8 (SEC File Nos. 333-193788, 333-201443, 333-203856, 333-286197 and 333- 259215) of Evogene, and will be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
99.1 Proxy Card to be distributed to record shareholders of Evogene Ltd. to cast their vote at the Annual General Meeting of Evogene Ltd.
2
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/ Yaron Eldad Yaron Eldad Chief Financial Officer
Date: July 17, 2025
The undersigned hereby constitutes and appoints Nitsan Deutsch, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all of the Ordinary Shares, par value 0.2 New Israeli Shekels, of Evogene Ltd. (the "Company") held of record in the name of the undersigned at the close of business on Monday, June 23, 2025, at the Annual General Meeting of Shareholders, as it may be adjourned from time to time (the "Meeting") to be held at the executive offices of the Company, 13 Gad Feinstein Street, Park Rehovot, Rehovot, Israel, on Monday, August 11, 2025, at 3:00 p.m. (Israel time), and at any and all adjournments or postponements thereof, on the following matters, which are more fully described in the Notice of Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting (the "Proxy Statement").
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any proposal, this proxy will be voted FOR each such proposal and in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof.
Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
↓Please detach along perforated line and mail in envelope.↓
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| 1. Re-election of each of the nominees below and election of the Company's CEO and President, to serve as a director of the Company, until the Company's next Annual General Meeting of Shareholders and until his or her successor is duly elected and qualified. |
|||
| (a) Mr. Nir Nimrodi | ☐ | ☐ | ☐ |
| (b) Dr. Adrian Percy | ☐ | ☐ | ☐ |
| (c) Mr. Leon Y. Recanati | ☐ | ☐ | ☐ |
| (d) Mr. Dan Falk | ☐ | ☐ | ☐ |
| (e) Ms. Sarit Firon | ☐ | ☐ | ☐ |
| (f) Mr. Ofer Haviv | ☐ | ☐ | ☐ |
| 2. Approval of an amendment to the equity component of the compensation package of our non-executive directors and chairperson of the board (current and future). |
☐ | ☐ | ☐ |
| 3. Approval of an amendment to the amended and restated articles of association of the Company, to increase the registered share capital of the Company by NIS 3,000,000 such that the total registered share capital of the Company will be NIS 6,000,000 divided into 30,000,000 ordinary shares of NIS 0.2 par value per share. |
☐ | ☐ | ☐ |
| 4. 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, 2025 and until the Company's next annual general meeting of shareholders, and the authorization of the Board or the audit committee thereof to fix such accounting firm's annual compensation. |
☐ | ☐ | ☐ |
To change the address on your account, please check the box below and indicate your new address in the space provided below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐
Signature of shareholder of Date Signature of shareholder Date
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.
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