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 April 2020

Commission File Number:  001-36231

Scorpio Bulkers Inc.
(Translation of registrant's name into English)
 
9, Boulevard Charles III, Monaco 98000
(Address of principal executive office)

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): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Annual Meeting of Shareholders
On April 3, 2020, Scorpio Bulkers Inc. (the "Company") held its 2020 Annual Meeting of Shareholders (the "Meeting"). At the Meeting, the shareholders of the Company:
1. elected Emanuele A. Lauro, Roberto Giorgi and Thomas Ostrander to serve as Class A Directors of the Company until the Company's 2023 annual meeting of shareholders and until their successors are elected and qualified;
2. ratified the appointment of PricewaterhouseCoopers Audit as the Company's independent auditors for the fiscal year ending December 31, 2020;
3. approved an amendment to the Company's Amended and Restated Articles of Incorporation, as amended, to effect a reverse stock split of the Company's issued common shares at a ratio of not less than one-for-four and not more than one-for-ten, with the exact ratio to be set at a whole number within this range to be determined by the Company's board of directors (the "Board"), or any duly constituted committee thereof, in its discretion, and to authorize the Board to implement the reverse stock split by filing the amendment to the Company's Amended and Restated Articles of Incorporation, as amended, with the Registrar of Corporations of the Republic of the Marshall Islands; and
4. approved an amendment to the Company's Amended and Restated Articles of Incorporation, as amended, to reduce the Company's total authorized share capital, such that the aggregate number of authorized common shares available for issuance immediately following the reverse stock split shall be reduced to a number that is equal to 1.50 times the Company's current number of authorized common shares, as adjusted by the applicable reverse stock split ratio implemented by the Board, with the exact number to be determined by the Board, or any duly constituted committee thereof, taking into account the reverse stock split ratio, and to authorize the Board to effect the reduction in authorized share capital by filing the amendment to the Company's Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands.
Reverse Stock Split
On April 7, 2020, the Company effected a one-for-ten reverse stock split (the "Reverse Stock Split") and related reduction in authorized share capital. Attached to this report on Form 6-K (this "Report") as Exhibit 99.1 is a press release of the Company dated April 3, 2020, announcing the Reverse Stock Split.
Attached to this Report as Exhibit 3.1 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation, as amended, of the Company, filed with the Registrar of Corporations of the Republic of the Marshall Islands on April 6, 2020, to effect the Reverse Stock Split and related reduction in authorized share capital.
Attached to this Report as Exhibit 4.1 is a copy of the new form of share certificate for the Company's post-Reverse Stock Split common shares.
The information contained in this Report is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-217445, 333-221441, 333-222013, 333-222448).
SIGNATURES

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.

   
SCORPIO BULKERS INC.
(registrant)
     
Dated: April 7, 2020
   
     
   
By:
/s/ Hugh Baker
     
Hugh Baker
     
Chief Financial Officer
     
     









Exhibit 3.1





ARTICLES OF AMENDMENT

OF

Scorpio Bulkers Inc.
Reg. No. 60299
 








   
REPUBLIC OF THE MARSHALL ISLANDS

REGISTRAR OF CORPORATIONS

DUPLICATE COPY

The original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
 
NON RESIDENT
     
 
April 6, 2020
 
 
/s/ Charisma Tompkins
 
 
Charisma Tompkins
Deputy Registrar
 


ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SCORPIO BULKERS INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
The undersigned, Emanuele A. Lauro, as the Chief Executive Officer of Scorpio Bulkers Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands on March 20, 2013 (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:

1.
The name of the Corporation is: Scorpio Bulkers Inc.

2.
The Articles of Incorporation were filed with the Registrar of Corporations on March 20, 2013.

3.
The Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on April 10, 2013.

4.
The Statement of Designations of rights, preferences and privileges of the Corporation’s Series A Participating Preferred Stock was filed with the Registrar of Corporations on June 18, 2015.

5.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on December 30, 2015.

6.
The Certificate of Correction to the Articles of Amendment to the Amended and Restated Articles of Incorporation was filed with the Registrar of Corporations on January 11, 2016.

7.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on June 1, 2016.

8.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on June 1, 2018.

9.
Section D of the Amended and Restated Articles of Incorporation is hereby amended

and restated in its entirety to read as follows:
“D.  Effective with the commencement of business on April 7, 2020, the Corporation has effected a one-for-ten reverse stock split as to its issued shares of common stock, par value $0.01 per share, pursuant to which the number of issued shares of common stock shall decrease from 81,044,804 to 8,104,480, as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the par value of the common stock.  The stated capital of the Corporation is hereby reduced from $810,448.04 to $81,044.80, as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares and the amount of $729,403.24, as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares, is allocated to surplus.
Concurrently with the effectiveness of the reverse stock split, effective April 7, 2020, the aggregate number of shares of stock that the Corporation is authorized to issue is Eighty-One Million Eight Hundred Seventy-Five Thousand  (81,875,000) registered shares, of which Thirty-One Million Eight Hundred Seventy-Five Thousand  (31,875,000) shall be designated common shares with a par value of one United States cent (U.S. $0.01) per share, and Fifty Million (50,000,000) shall be designated preferred shares with a par value of one United States cent (U.S. $0.01) per share. The Board of Directors shall have the authority to authorize the issuance from time to time of one or more classes of preferred shares with one or more series within any class thereof, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall be set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such preferred shares.”

10.
All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

11.
This amendment to the Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the annual meeting of shareholders of the Corporation held on April 3, 2020, and the Corporation’s Board of Directors on February 25, 2020 and April 3, 2020.
IN WITNESS WHEREOF, I have executed this Amendment to the Amended and Restated Articles of Incorporation of the Corporation on this 6th day of April, 2020.

   
   
 
       /s/ Emanuele A. Lauro
 
Name: Emanuele A. Lauro
Title:   Chief Executive Officer



Exhibit 4.1


Exhibit 99.1


SCORPIO BULKERS INC. ANNOUNCES REVERSE STOCK SPLIT TO BE EFFECTIVE APRIL 7, 2020

MONACO, April 3, 2020 (GLOBE NEWSWIRE) — Scorpio Bulkers Inc. (the "Company" or "Scorpio Bulkers") announced today that its board of directors has determined to effect a one-for-ten reverse stock split of the Company's common shares, par value $0.01 per share, and a reduction in the total number of authorized common shares to 31,875,000 shares.  The Company's shareholders approved the reverse stock split and change in authorized common shares at the Company's annual general meeting of shareholders held on April 3, 2020.
The reverse stock split will take effect, and the Company's common shares will begin trading on a split-adjusted basis on the New York Stock Exchange ("NYSE") as of the opening of trading on April 7, 2020.  The CUSIP number of Y7546A 130 will be assigned to the Company's common shares when the reverse stock split becomes effective.
When the reverse stock split becomes effective, every ten of the Company's issued common shares will be combined into one issued common share, without any change to the par value per share.  This will reduce the number of outstanding common shares from approximately 72.5 million shares to approximately 7.25 million shares.
No fractional shares will be issued in connection with the reverse stock split.  Shareholders who would otherwise hold a fraction of a common share of the Company will receive a cash payment in lieu thereof at a price equal to that fraction of a share to which the shareholder would otherwise be entitled, multiplied by the closing price of the Company's common shares on the NYSE on April 6, 2020.
Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after April 7, 2020.  Such beneficial holders may contact their bank, broker, or nominee for more information.
The purpose for seeking shareholder approval to effect the reverse stock split was to increase the market price of the Company's common shares.  The Company believes that the increased market price for its common shares that is expected as a result of implementing the reverse stock split will improve the marketability and liquidity of the Company's common shares and will encourage interest and trading in the Company's common shares.
Additional information about the reverse stock split and reduction in authorized share capital can be found in the Company's proxy statement mailed to shareholders on or about March 9, 2020, a copy of which was furnished to the U.S. Securities and Exchange Commission (the "Commission") on March 9, 2020 on the Company's Report of Foreign Private Issuer on Form 6-K and is available on the Commission's website at www.sec.gov.
About Scorpio Bulkers Inc.
Scorpio Bulkers Inc. is a provider of marine transportation of dry bulk commodities.  The Company currently has seven vessels held for sale. Upon the completion of the sale of the seven vessels, Scorpio Bulkers Inc. will have an operating fleet of 51 vessels consisting of 45 wholly-owned or finance leased drybulk vessels (including 16 Kamsarmax vessels and 29 Ultramax vessels), and six time chartered-in vessels (including five Kamsarmax vessels and one Ultramax vessel). The Company's owned and finance leased fleet will have a total carrying capacity of approximately 3.1 million dwt and all of the Company's owned vessels will have carrying capacities of greater than 60,000 dwt. Additional information about the Company is available on the Company's website www.scorpiobulkers.com, which is not a part of this press release.


Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk vessel capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessel breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.