Evogene Ltd. — Declaration of Voting Results & Voting Rights Announcements 2015

May 6, 2015

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 2015

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 o

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 May 5, 2015, Evogene Ltd., or the Company, held the 2015 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 March 31, 2015.

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 6, 2015 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 2015 Annual General Meeting of Shareholders

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EXHIBIT 99.1

Notice of Results of 2015 Annual General Meeting of Shareholders

Evogene Ltd., or the Company, announced today that all of the proposals submitted to Shareholder approval at its 2015 Annual General Meeting of Shareholders, held on May 5, 2015 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. Reelection of each of the following directors (who constitute all of our current directors, other than our external directors) to serve as directors of our Company for a one-year term, until the next annual general meeting of shareholders of the Company and until their respective successors are elected and duly qualified:

   • (a) Mr. Martin S. Gerstel.

   • (b) Mr. Ziv Kop

   • (c) Dr. Adina Makover.

   • (d) Mr. Akiva Mozes.

   • (e) Mr. Leon Y. Recanati.

   • (f) Dr. Simcha Sadan.

2. Procurement of coverage under the Company’s Directors' and Officers' Liability, or D&O, insurance policy, effective as of November 20, 2014 (the annual renewal date for our D&O insurance policy).

3. Amendment of Section 5.1.1.4 of the Company's Officers Compensation Policy, with respect to the compensation of our directors.

4. Approval of compensation to be paid to Mr. Martin Gerstel, the Company's Chairman of the Board of Directors.

5. Reappointment of Kost, Forer, Gabbay & Kasierer, the Company's independent, external auditors, for the year ending December 31, 2015 and for the additional period until the Company’s next annual general meeting of shareholders, and the authorization of our board of directors to set the fees to be paid to such auditors.

6. Approval of payment of a cash bonus in an amount of US $86,500 to Mr. Ofer Haviv, the Company's President and Chief Executive Officer, in respect of his performance for the year 2014, as determined by our Board of Directors.

7. Approval of the grant of options to purchase 170,000 ordinary shares to Mr. Ofer Haviv, the Company's President and Chief Executive Officer.

May 6, 2015