Evogene Ltd. — Declaration of Voting Results & Voting Rights Announcements 2014

May 15, 2014

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 May 2014

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): ____

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CONTENTS

On May 14, 2014, Evogene Ltd., or the Company, held the 2014 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 99.1 to the Company's Report of Foreign Private Issuer, furnished to the Securities and Exchange Commission on April 8, 2014.

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

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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)

Date: May 15, 2014

By: /s/ Sigal Fattal

Sigal Fattal Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1. A notice announcing Results of 2014 Annual General Meeting of Shareholders

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EXHIBIT 99.1

Notice of Results of 2014 Annual General Meeting of Shareholders

Evogene Ltd., or the Company, announced today that all of the proposals submitted to Shareholder approval at its 2014 Annual General Meeting of Shareholders, held on May 14, 2014 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:

(i) Amendment of Articles 19 and 21 of the Company's articles of association, eliminating the "staggered Board" mechanism, and providing for the re-election of all directors (other than external directors) on an annual basis.

(ii)(a) Reelection of Mr. Martin Gerstel as a director of the Company until the next annual general meeting of shareholders of the Company.

(ii)(b) Reelection of Mr. Leon Y. Recanati as a director of the Company until the next annual general meeting of shareholders of the Company.

(iii) Reappointment of Kost, Forer, Gabbay & Kasierer as the Company's independent, external auditors for the year ending December 31, 2014 and until the next annual general meeting of shareholders, and authorization of the Company's Board of Directors to set the auditors' fees.

(iv) Approval of a cash bonus to Mr. Ofer Haviv, the Company's President and Chief Executive Officer, in respect of his performance for the year ended December 31, 2013.

May 15, 2014