Evogene Ltd. — Proxy Solicitation & Information Statement 2014

Feb 10, 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 February 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

Attached hereto and incorporated by reference herein are the following exhibits:

99.1 Proxy Statement, dated February 10, 2014, for the Special General Meeting of Shareholders of Evogene Ltd. (the “Meeting”) to be held on March 11, 2014, together with the following appendix thereto:

99.1(a) (a) Appendix A – Compensation Policy for Officers of Evogene Ltd.

99.2 Form of Proxy Card for the Meeting

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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: February 10, 2014

By: /s/ Sigal Fattal

Sigal Fattal Chief Financial Officer

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EXHIBIT INDEX

99.1 Proxy Statement, dated February 10, 2014, for the Special General Meeting of Shareholders of Evogene Ltd. (the “Meeting”) to be held on March 11, 2014, together with the following appendix thereto:

99.1(a) (a) Appendix A – Compensation Policy for Officers of Evogene Ltd.

99.2 Form of Proxy Card for the Meeting