UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

CEDAR FAIR, L.P.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

One Cedar Point Drive

Sandusky, Ohio 44870-5259

NOTICE OF ANNUAL MEETING OF LIMITED PARTNER UNITHOLDERS

TO BE HELD ON JUNE 3, 20158, 2016

The annual meeting of the limited partner unitholders of Cedar Fair, L.P. will be held on Wednesday, June 3, 20158, 2016 at 9:00 a.m. (Pacific(Central Time) at the Knott’s Berry Farm HotelJW Marriott at the Mall of America in Buena Park, California.Minneapolis, Minnesota. All unitholders are invited to attend the meeting. The meeting is called for the following purposes:

Only limited partners who held units as of the close of business on April 10, 2015,11, 2016, are entitled to notice of and to vote at the annual meeting and at any adjournments or postponements of the meeting.

Sandusky, Ohio

April 22, 201527, 2016

Your vote is important and we encourage you to vote promptly, even if you plan to attend the annual meeting. You may vote your units via a toll-free telephone number or over the Internet or you may sign, date and mail the proxy card in the envelope provided. If you attend the meeting, you may revoke the proxy and vote in person on all matters brought before the meeting.

TABLE OF CONTENTS

2016 Proxy Statement Summary

CEDAR FAIR, L.P.

One Cedar Point Drive, Sandusky, Ohio 44870-5259

This summary highlights information contained elsewhere in this proxy statement. This summary is part of the proxy statement but does not contain all of the information that you should consider. Please carefully read the entire proxy statement before voting.

2016 Annual Meeting Information

Proposals and Board Recommendations

THE ANNUAL MEETING

General

This proxy statement is furnished in connection with the solicitation of proxies from the limited partner unitholders of Cedar Fair, L.P. (the “Partnership” or the “Company”) by the Board of Directors of its general partner, Cedar Fair Management, Inc. (“CFMI”), for use at the annual meeting. We intend to mail a printed copy of this proxy statement and proxy card to our unitholders of record entitled to vote at the annual meeting on or about April 22, 2015.27, 2016.

Time and Place

The annual meeting will be held at the Knott’s Berry Farm Hotel locatedJW Marriott at 7675 Crescent Ave, Buena Park, Californiathe Mall of America 2141 Lindau Lane, Minneapolis, MN on Wednesday, June 3, 2015,8, 2016, at 9:00 a.m. (Pacific(Central Time). Attendees must present a personal form of identification and, if you hold units through a brokerage account, bank or other nominee, you must present a recent statement or other proof of ownership to be admitted.

Matters to be Considered

At the annual meeting, the limited partners will be asked to:

It is not anticipated that any other matters will be raised at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Unitholder Meeting To Be Held on June 3, 20158, 2016

The proxy statement and our annual report on Form 10-K are available free of charge at http://ir.cedarfair.com/financial-reports/Proxy-Information.

Voting Process

You may vote in person at the annual meeting or through a proxy. However, even if you plan to attend the annual meeting in person, the Board urges you to submit your vote as soon as possible by mail, telephone or the Internet. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures allow unitholders to appoint a proxy to vote their units and to confirm that their instructions have been properly recorded. Instructions for voting by telephone and over the Internet are included on the accompanying proxy card, which solicits proxies on behalf of the Board of CFMI. All of the Partnership units represented by proxies properly received prior to or at the annual meeting and not revoked will be voted in accordance with the instructions indicated in the proxies. If you own units directly and

submit a proxy, on or as instructed in the accompanying form, but do not provide voting instructions on your proxy, the units represented by your proxy will be voted for the election as Class III Directors of the Board’s nominees, Mr. Hanrahan, Ms. Shanahan,Affeldt, Mr. Scott, and Ms. Smithart-Oglesby,Mr. Olivet, and in favor of each of Proposals 2, 3 and 34 and in the discretion of the proxies upon such other business as may properly come before the meeting, in each case whether or not any other nominations are properly made at the meeting.

If you hold units indirectly in a brokerage account or through a bank or other nominee, you are considered to be the beneficial owner of units held in “street name” and these proxy materials are being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker how to vote. Under New York Stock Exchange rules, unless you furnish specific voting instructions, your broker is not permitted to vote your units on the election of a director, or on the advisory vote on executive compensation.compensation or on the proposal to approve and adopt the 2016 Omnibus Incentive Plan. Your broker is permitted to vote your units on the appointment of our independent registered public accounting firm, even if you do not furnish voting instructions. If your units are held in “street name,” your broker or other nominee may have procedures that will permit you to vote by telephone or electronically through the Internet.

Any proxy given on the accompanying form or through the Internet or telephone may be revoked by the person giving it at any time before it is voted. Proxies may be revoked, or the votes reflected in the proxy changed, by submitting a properly executed later-dated proxy to our Corporate Secretary at One Cedar Point Drive, Sandusky, Ohio, 44870, before the vote is taken at the annual meeting or attending the annual meeting and voting in person. If your units are voted through your broker or other nominee, you must follow directions received from your broker or other nominee to change your voting instructions.

If you have more questions about the proposals or if you would like additional copies of this document you should call or write:

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

Please call: (203) 658-9400 or

Call toll free at: (800) 662-5200 or (800) 607-0088

email: FUN.team@morrowco.com

web address: www.morrowco.com

Record Date; Voting Rights; Quorum; Vote Required

CFMI has fixed the close of business on April 10, 201511, 2016 as the record date for unitholders entitled to notice of and to vote at the annual meeting. Only holders of record of units on the record date are entitled to notice of the annual meeting and to vote at the annual meeting. Each holder of record of limited partner units as of the record date is entitled to cast one vote per unit on each of the proposals. You may obtain directions on attending the annual meeting and voting in person by calling our Investor Relations Department at (419) 627-2233.

The presence in person or by proxy of holders of a majority of the units entitled to vote at the annual meeting will constitute a quorum for the transaction of any business. In case a quorum is not present, the meeting may be adjourned without notice other than an announcement at the time of the adjournment of the date, time and place of the adjourned meeting. The nominees receiving the greatest number of votes cast for the election of

Directors by the units represented at the annual meeting in person or by proxy will be elected. The affirmative vote of a majority of the units represented at the annual meeting in person or by proxy is required to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.2016. The affirmative vote of a majority of the votes cast at the meeting is required to approve and adopt the 2016 Omnibus Incentive Plan. The advisory vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of units represented in person or by proxy and voting at the annual meeting. The vote is advisory, and therefore not binding on the Company, the Compensation Committee or ourthe Board. However, the Compensation Committee will consider the voting results when making future decisions regarding executive compensation as it deems appropriate.

Abstentions will be counted for purposes of establishing a quorum at the annual meeting, will be counted as votes cast and will have the effect of a vote against a proposal. Broker non-votes will be counted for purposes of establishing a quorum but will not be counted as votes cast.

As of April 10, 2015,11, 2016, there were approximately 55,951,76156,068,506 units outstanding and entitled to vote at the annual meeting, held by approximately 6,000 holders of record. As of April 10, 2015,11, 2016, the Directors and executive officers of the general partner and their affiliates beneficially owned 987,8531,096,740 units (which includes 363,841363,775 vested options)options and deferred equity compensation), or approximately 1.8%1.9% of the total units outstanding on that date. See “Security Ownership of Certain Beneficial Owners and Management.”

PROPOSAL ONE. ELECTION OF DIRECTORS

The Board of Directors of CFMI currently is comprised of nine directors. The Directors are divided into three classes: Class I, Class II, and Class III, and each class consists of three Directors. The terms of the Directors in Class III expire at this annual meeting. Our current Class III Directors are Daniel J. Hanrahan, LauriEric L. Affeldt, John M. Shanahan,Scott, III and Debra Smithart-Oglesby.D. Scott Olivet.

At this meeting, Daniel J. Hanrahan, LauriEric L. Affeldt, John M. Shanahan,Scott, III, and Debra Smithart-OglesbyD. Scott Olivet are nominated by the Board for election as Class III Directors to serve for three-year terms expiring at the annual meeting in 20182019 and until their respective successors are duly elected and qualified. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors unanimously has approved, the nomination of Mr. Hanrahan, Ms. Shanahan,Affeldt, Mr. Scott, and Ms. Smithart-Oglesby,Mr. Olivet, to whom we refer to in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Mr. Hanrahan, Ms. Shanahan,Affeldt, Mr. Scott, and Ms. Smithart-OglesbyMr. Olivet have developed through their extensive leadership experience across finance, travel,hotel, leisure, real estate and consumer-facing industries and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Mr. Hanrahan, Ms. Shanahan,Affeldt, Mr. Scott, and Ms. Smithart-OglesbyMr. Olivet will qualify as “independent” directors under the NYSE rules and our Corporate Governance Guidelines.

Each nominee has agreed to stand for election and has consented to being named in this proxy statement and to serve if elected. While the Partnership has no reason to believe that any of its nominees will be unable or unwilling to serve as a Director at the time of the annual meeting, in the unlikely event that any of them does not stand for election, the Board may reduce the number of Directors standing for election, or the proxies may use the accompanying proxy to vote for a replacement nominee recommended by the Board, whether or not any other nominations are properly made at the meeting. The nominees who receive the greatest number of votes cast for the election of Directors at the annual meeting by the units present in person or by proxy and entitled to vote will be elected. Set forth below is biographical and other information about the Board’s nominees and the continuing Directors, including information concerning the particular experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to determine that each should serve as a Director.

The Board of Directors unanimously recommends a vote FOR these nominees.

Nominees recommended by the Board for election as Class II Directors serving until 2018:

Daniel J. Hanrahan, age 57, brings more than 30 years of experience, including a variety of sales and marketing, general manager, president and chief executive officer roles across the consumer packaged goods, retail, travel and hospitality sectors. Since August 2012 he has served as the president and chief executive officer and director of the Regis Corporation (NYSE: RGS) a global leader in beauty salons and cosmetology. Prior to joining Regis he served as president and CEO of Celebrity Cruises, a cruise line and division of Royal Caribbean Cruises (NYSE: RCL) from 2007 to 2012. He was promoted to president in 2005 and to CEO in 2007 after his highly successful management of the sales and marketing division for Royal Caribbean. Prior to joining Royal Caribbean, Mr. Hanrahan served in executive-level positions with Polaroid Corporation and Reebok International Ltd. In 2004, he was named one of the “Top 25 Extraordinary Minds in Hospitality Sales and Marketing” by Hospitality and Sales Marketing Association International. Mr. Hanrahan has served as a Director since June 2012 and is a member of the Audit and Compensation Committees. Mr. Hanrahan is qualified to serve on the

Board of Directors primarily as a result of his significant executive-level experience across a wide spectrum of consumer-facing brands, including in the retail, travel and hospitality sectors, as well as his over 30 years of experience in sales and marketing.

Lauri M. Shanahan, age 52, is a seasoned retail executive with more than 20 years of broad-based experience across global, multi-channel, multi-brand enterprises as well as other retail and consumer product companies, including Gap, Inc. (NYSE: GPS). She joined Gap, Inc., a leading global apparel retail company, in 1992 and served in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary during her 16-year career with the company. She currently serves on the board of directors and chairs the Compensation Committees of both Deckers Brands (NYSE: DECK), a footwear, accessories and apparel lifestyle company with a portfolio of premium brands and $1.8B in revenues, and Charlotte Russe Holding, Inc., a retailer of fashionable, value-priced women’s apparel, footwear and accessories with over 500 stores. In addition, Ms. Shanahan is a principal with Maroon Peak Advisors, which provides a broad range of advisory services in the retail and consumer products sector. Ms. Shanahan also serves on the California State Personnel Board, which oversees the recruitment, selection and promotion process for prospective and current state employees who provide critical services to the citizens of California. Ms. Shanahan has served as a Director since June 2012 and is a member of the Nominating and Corporate Governance Committee. Ms. Shanahan is qualified to serve on the Board of Directors primarily as a result of her substantial public company management and leadership experience in the consumer goods and retail industries, which includes strategic, operational, legal and risk oversight experience, as well as her experience on the two boards on which she currently serves.

Debra Smithart-Oglesby, age 60, is a former certified public accountant with more than 30 years of financial and corporate leadership experience in the food service and retail industries. Since 2006, she has served as the chair of the Board of Directors of Denny’s Corporation (NASDAQ: DENN), a full-service, family-style restaurant chain with approximately 1,700 eateries throughout the United States and nine countries. She joined the Denny’s Board in 2003 and was the company’s interim chief executive officer in 2010-2011. Since 2000, she has been the president of O&S Partners, an investment capital and consulting services firm that invests in and provides consulting services to early-stage and transitioning hospitality and retail companies. Prior to joining O&S, Ms. Smithart-Oglesby helped to launch Dekor, Inc., a start-up company in the home improvement and decorating retail segment, as its chief financial officer. From 1997 to 1999, she was the president, corporate services and chief financial officer of First America Automotive, Inc., a new and used car retailer sold to Sonic Automotive. Prior to that, she spent 13 years as the executive vice president and chief financial officer for Brinker International (NASDAQ: EAT), one of the world’s leading casual dining restaurant companies. She held the position of chief financial officer and served on the Brinker Board from 1991 to 1997. Ms. Smithart-Oglesby has served as a Director since June 2012 and is a member of the Audit and Compensation Committees. Ms. Smithart-Oglesby is qualified to serve on the Board of Directors primarily as a result of the extensive management and leadership skills she has developed through her executive and board-level experience in the hospitality and retail industry, as well as her experience as a former certified public accountant for more than 30 years.

Class I Directors serving until 2016:

Eric L. Affeldt,age 57,58, has been president and chief executive officer of ClubCorp Inc. (NYSE: MYCC), which owns or operates a network of golf and country clubs, business clubs, sports clubs and alumni clubs, since 2006. Prior to joining ClubCorp, he was a principal of KSL Capital Partners, the private equity firm that purchased ClubCorp in 2006. Mr. Affeldt also previously served as president and CEO of KSL’s former golf division, KSL Fairways, vice president and general manager of Doral Golf Resort and Spa in Miami and the combined PGA West and La Quinta Resort and Club in California and was a founding partner of KSL Recreation. In addition, he was president of General Aviation Holdings, Inc. Mr. Affeldt was selected as the non executivenon-executive Chairman of the Board in 2012 and has served as a Director since 2010. Mr. Affeldt is an ex-officio member of the Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. Affeldt is qualified to serve on the Board of Directors primarily as a result of his experience as president and CEO of a nationally recognized company that conducts business in the entertainment and leisure industry.

John M. Scott, III, III, age 49, has50, is a leisure and hospitality executive with more than 25 years of broad-based experience across global, multi-channel, multi-brand enterprises. Most recently he served as president and

chief executive officer and a director of Belmond Ltd. (NYSE: BEL), (previously Orient-Express Hotels Ltd. (NYSE: OEH)), a company engaged in theownership and management of luxury hotel, restaurant, tourist train and cruise businesses, sincefrom November of 2012.2012 through September 2015. Prior to joining Belmond Ltd., he served as presidentaspresident and chief executive officer of Rosewood Hotels & Resorts, an international luxury hotel and resort company, from 2003 through August 2011. Prior to that he was the managing director of acquisitions and asset management for Maritz, Wolff & Co., a private equity real estate investment group. Mr. Scott began his career with the Interpacific Group where he held senior hotel management positions in the Asia Pacific region and in 1994 joined the Walt Disney Company (NYSE: DIS) as manager of business development and strategic planning for both Disney Development Company and Walt Disney Attractions groups. Mr. Scott served on the board of Kimpton Hotels and Restaurants, a private company until 2012. At Cedar Fair Mr. Scott is the Chairman of the Nominating and Corporate Governance Committee and has served as a Director since 2010. Mr. Scott is qualified to serve on the Board of Directors primarily as a result of his past experience and current roleexperiences as president and CEO of a nationally recognized company that conducts business in the hotel industry.

D. Scott Olivet, age 52,53, is the chief executive officer of Renegade Brands, an investment company that primarily invests in apparel and other consumer companies, and an operating partner at Altamont Capital Partners, a private equity firm. He also serves as the executive chairman of RED Digital Cinema, an American manufacturer of digital cinematography tools,equipment, a position he has held since July 2009. Mr. Olivet was the non-executive chairman of Collective Brands, a parent company that owns shoe retailers and manufacturers, from June 2011 to October 2012. From 2005 to July 2009, Mr. Olivet served as chief executive officer and director of Oakley, a manufacturer of sports performance equipment, and from July 2009 to February 2011 served as its chairman of the board. Prior to joining Oakley, Mr. Olivet served as vice president of NIKE SubsidiariesNIKESubsidiaries and New Business Development where he was responsible for the Hurley, Converse, Cole Haan, Bauer Hockey, and Starter brands; senior vice president of Real Estate, Store Design, and Construction with Gap Inc. with responsibility across Gap, Banana Republic, and Old Navy brands; and as a partner with Bain & Company where he was also the leader of the worldwide practice in organizational effectiveness and change management. He has served as a director of RED Digital Cinema Camera Company since 2006, a director of Skullcandy (NASDAQ: SKUL) serving as a member of its audit committee and chair of the compensation committee since 2011, and chair of its compensation committee from 2011 through 2015, a trustee of Pomona College since 2009 and is former vice-chair of its audit committee, since 2011, and a director of the Pacific Council on International Policy since July 2010. He also serves as chairman of the board for both Dakine and Mervin Manufacturing since November 2013, and is a member of the boards offor HUF Worldwide, Inc., since October 2014, for Brixton Manufacturing since October 2014, for Fox Head, Inc., since December 2014, and for Hybrid Apparel since December 2014. He served as a director of Collective Brands from 2006 to 2012. Mr. Olivet has served as a Director since 2013 and is a member of the Audit Committee. Mr. Olivet is qualified to serve on the Board of Directors primarily as a result of his particular knowledge and professional experience in retail, merchandising, marketing, finance, strategy, technology, and international business, and his multi-division general management experience from his past public board experience and service as president and CEO of a nationally recognized company that conducts business in the retail industry.

Class III Directors serving until 2017:

Gina D. France, age 56,57, is president and CEO of France Strategic Partners LLC, a private strategic planningstrategy and transaction advisory firm. Before founding France Strategic Partners, Ms. France was a Managing Director with Ernst & Young LLP and led the firm’s Center for Strategic Transactions^® (CST) in Cleveland, Ohio. Ms. France previously served as a managing director of Ernst & Young Corporate Finance LLC and as an investment banker with Lehman Brothers. Ms. France also serves on the Corporate Board of FirstMerit Corporation (NYSE:(NASDAQ: FMER), a $24$25 billion bank holding company, where she is chair of the Governance and Nominating Committee and

serves as an SEC-designated financial expert on the Audit Committee; was appointed to the Board of Directors of CBIZ, Inc. (NYSE: CBZ), a provider of financial and employee business services, in February 2015; and has served as a Director of Dawn Food Products, Inc., one of the world’s largest manufacturers and distributors of bakery products. Ms. France, who has served as a Director since 2011, is the Chairperson of the Audit Committee and is a member of the Nominating and Corporate Governance Committee. Ms. France is qualified to serve on the Board of

Directors because of her leadership experiences in the investment banking, accounting and financial services field and her experiences as a board member of several nationally recognized companies.

Matthew A. Ouimet,age 57,58, has been president of the Partnership’s General Partner since June 2011 and chief executive officer since January 2012, and a member of the Board of Directors since August 2011. Mr. Ouimet was president and chief operating officer for Corinthian Colleges, a publicly traded company that owns and manages for-profit colleges throughout the United States and Canada, from July 2009 to October 2010 and was executive vice president-operations for Corinthian Colleges from January 2009 to June 2009. Prior to joining Corinthian Colleges, he served as president, Hotel Group for Starwood Hotels and Resorts Worldwide from August 2006 to September 2008. Before joining Starwood, Mr. Ouimet spent 17 years at The Walt Disney Company, where he last served as President of the Disneyland Resort. He also served in a variety of other business development and financial positions during his employment with Disney, including president of Disney Cruise Line and executive general manager of Disney Vacation Club. This experience, Mr. Ouimet’s leadership and management skills and his insights as Cedar Fair’s president and chief executive officer provide guidance, operational knowledge and management perspective to the Board.

Tom Klein,age 52,53, has served as chief executive officer and president and a director of Sabre HoldingsCorporation (NASDAQ: SABR), a technology solutions provider to the global travel and tourism industry, since August 2013. Its subsidiaries include Sabre Travel Network and Sabre Airline and Hospitality Solutions. Prior to becoming CEO, Mr. Klein served in a number of leadership roles at Sabre, including company president since JanuarysinceJanuary 2010 and group president of Sabre Travel Network and Sabre Airline Solutions. Before joining Sabre in 1994, he held a variety of sales, marketing and operations roles at American Airlines (NASDAQ: AAL) and Consolidated Freightways, Inc. In 2010, he was appointed to the Board of Directors for Brand USA by the U.S. Secretary of Commerce and currently serves as vice chairman. He also serves on the executive committee of the World Travel and Tourism Council.Council and serves on the Board of Trustees for Villanova University since December 2014. Mr. Klein has served as a Director since January 2012 and is Chairman of the Compensation Committee. Mr. Klein is qualified to serve on the Board of Directors primarily as a result of his experience as president and chief executive officer of a company in the technology and travel industry and brings an understanding of distribution and technology solutions to the Board.

Class II Directors serving until 2018:

Daniel J. Hanrahan, age 58, brings more than 30 years of experience, including a variety of sales and marketing, general manager, president and chief executive officer roles across the consumer packaged goods, retail, travel and hospitality sectors. Since August 2012 he has served as the president and chief executive officer and director of the Regis Corporation (NYSE: RGS), a global leader in beauty salons and cosmetology. Prior to joining Regis he served as president and CEO of Celebrity Cruises, a cruise line and division of Royal Caribbean Cruises (NYSE: RCL), from 2007 to 2012. He was promoted to president in 2005 and to CEO in 2007 after his highly successful management of the sales and marketing division for Royal Caribbean. Prior to joining Royal Caribbean, Mr. Hanrahan served in executive-level positions with Polaroid Corporation and Reebok International Ltd. In 2004, he was named one of the “Top 25 Extraordinary Minds in Hospitality Sales and Marketing” by Hospitality and Sales Marketing Association International. Mr. Hanrahan has served as a Director since June 2012 and is a member of the Audit and Compensation Committees. Mr. Hanrahan is qualified to serve on the

Board of Directors primarily as a result of his significant executive-level experience across a wide spectrum of consumer-facing brands, including in the retail, travel and hospitality sectors, as well as his more than 30 years of experience in sales and marketing.

Lauri M. Shanahan,age 53, is a seasoned retail executive with more than 20 years of broad-based experience across global, multi-channel, multi-brand enterprises as well as other retail and consumer product companies, including Gap, Inc. (NYSE: GPS). She joined Gap, Inc., a leading global apparel retail company, in 1992 and served in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary during her 16-year career with the company. She currently serves on the board of directors and chairs the Compensation Committees of both Deckers Brands (NYSE: DECK), a footwear, accessories and apparel lifestyle company with a portfolio of premium brands and $1.8 billion in revenues, and Charlotte Russe Holding, Inc., a retailer of fashionable, value-priced women’s apparel, footwear and accessories with more than500 stores. In addition, Ms. Shanahan is a principal with Maroon Peak Advisors, which provides a broad range of advisory services in the retail and consumer products sector, and she also serves on the California State Personnel Board, which oversees the recruitment, selection and promotion process for prospective and current state employees who provide critical services to the citizens of California. Ms. Shanahan has served as a Director since June 2012 and is a member of the Nominating and Corporate Governance Committee. Ms. Shanahan is qualified to serve on the Board of Directors primarily as a result of her substantial public company management and leadership experience in the consumer goods and retail industries, which includes strategic, operational, legal and risk oversight experience, as well as her experience on the two other boards on which she currently serves.

Debra Smithart-Oglesby,age 61, is a former certified public accountant with more than 30 years of financial and corporate leadership experience in the food service and retail industries. Since 2006, she has served as the chair of the Board of Directors of Denny’s Corporation (NASDAQ: DENN), a full-service, family-style restaurant chain with approximately 1,700 eateries throughout the United States and nine countries. She joined the Denny’s Board in 2003 and was the company’s interim chief executive officer in 2010-2011. Since 2000, she has been the president of O&S Partners, an investment capital and consulting services firm that invests in and provides consulting services to early-stage and transitioning hospitality and retail companies. Prior to joining O&S, Ms. Smithart-Oglesby helped to launch Dekor, Inc., a start-up company in the home improvement anddecorating retail segment, as its chief financial officer. From 1997 to 1999, she was the president, corporate services and chief financial officer of First America Automotive, Inc., a new and used car retailer sold to Sonic Automotive. Prior to that, she spent 13 years as the executive vice president and chief financial officer for Brinker International (NASDAQ: EAT), one of the world’s leading casual dining restaurant companies. She held the position of chief financial officer and served on the Brinker Board from 1991 to 1997. Ms. Smithart-Oglesby has served as a Director since June 2012 and is a member of the Audit and Compensation Committees. Ms. Smithart-Oglesby is qualified to serve on the Board of Directors primarily as a result of the extensive management and leadership skills she has developed through her executive and board-level experience in the hospitality and retail industry, as well as her experience as a former certified public accountant for more than 30 years.

PROPOSAL TWO. APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for 20152016 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2014.2015. A representative of Deloitte will be presentmade available at the annual meeting and will be given an opportunity to make a statement and to respond to appropriate questions.

If our unitholders do not confirm our appointment of Deloitte, the Audit Committee will reconsider whether to retain Deloitte, and may retain that firm or another firm without re-submitting the matter to our unitholders. In all cases, the Audit Committee retains its right to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our unitholders. The affirmative vote of a majority of the units represented in person or by proxy at the annual meeting is required for ratification.

The Board of Directors unanimously recommends a vote FOR Proposal Two to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.2016.

PROPOSAL THREE. ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

We are seeking an advisory vote of our unitholders on the compensation of our named executive officers, which we are providing as required pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended. As recommended by our unitholders and approved by the Board, we provide this opportunity annually, and the next unitholder advisory vote on the compensation of our named executive officers will occur at our 20162017 annual meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in the “Compensation Discussion and Analysis” section and the executive compensation tables and related narratives included in this proxy statement.

Cedar Fair has a long-standing tradition of delivering results for our unitholders, and we believe that our compensation program is structured to best support that continued growth and success. The compensation of our named executive officers for 20142015 reflected several years of record results, including the results that we achieved in 2014 and 2015, and the strong performance of our executive team. Performance highlights for 20142015 are provided in detail on page 12pages 29-31 in the Compensation Discussion and Analysis section.

In 2013, we undertook an annual reviewWe did not make significant modifications to our executive compensation program in 2015. Our executive compensation decisions for 2015 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. Each of our executive compensation programdecisions for 2015, including our decisions to identify ways to further improve our program and to maintain best practices and the integrity of our compensation process. For 2014, we instituted the following modifications to our compensation program to enhance our current performance based approach and to emphasize long-term value creation:

We ask that you support the compensation of our named executive officers. Although this vote is advisory and nonbindingnon-binding in nature, the Board and the Compensation Committee value the opinion of our unitholders and will consider the voting results when determining our compensation policies, philosophy and arrangements in the future.

The Board of Directors unanimously recommends a vote FOR Proposal Three to approve, on an advisory basis, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis” section, the compensation tables and the related narratives in this proxy statement.

PROPOSAL FOUR. APPROVAL AND ADOPTION OF THE 2016 OMNIBUS INCENTIVE PLAN

On February 24, 2016, the Board approved the Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “2016 Omnibus Plan”), subject to approval by our unitholders at this annual meeting. If approved by our unitholders, the 2016 Omnibus Plan will supersede and replace the Cedar Fair, L.P. 2008 Omnibus Incentive Plan (the “2008 Omnibus Plan”) and no further grants will be made under the 2008 Omnibus Plan; however, outstanding awards under the 2008 Omnibus Plan will continue in effect and be governed by the terms of that plan. A copy of the 2016 Omnibus Plan is attached to this proxy statement as Appendix A, and the following summary is qualified in its entirety by reference to the 2016 Omnibus Plan.

Highlights of Key Corporate Governance Practices and Provisions under the 2016 Omnibus Plan.

The 2016 Omnibus Plan includes the following “best practice” corporate governance practices and provisions:

•            Minimum One Year Vesting and Restriction Periods.  No portion of any award to a participant shall have a vesting or restriction period earlier than 1 year after the date of grant; provided, however, that up to 5% of units available for grant under the 2016 Omnibus Plan may be granted without regard to a 1 year vesting or restriction period (the “5% Exception”).

•            Cap on Awards to Non-Employee Directors.  The maximum aggregate number of units a non-employee Director may receive in any calendar year is 10,000 units.

•            Double Trigger Vesting on Change in Control.  Except as otherwise provided in a particular award agreement or in an employment agreement, in the event of a change in control (as defined in the 2016 Omnibus Plan), outstanding awards made under the 2016 Omnibus Plan will only become fully exercisable, vest, become free of all restrictions and limitations and settled or distributed, as applicable, if the participant’s employment with us terminates without cause or for good reason (as each term is defined in the 2016 Omnibus Plan) during the 24-month period ending on the second-year anniversary of the change in control.

•            No Repricing of Unit Options or Unit Appreciation Rights.  Except for adjustments made upon changes in capitalization (see the paragraph entitled “Adjustments upon Changes in Capitalization” below), the 2016 Omnibus Plan prohibits any repricing of unit options or unit appreciation rights by any method, including by exchanges for other awards or by cancellation and re-issuance without unitholder approval.

•            No Tax Gross-Ups.  The 2016 Omnibus Plan does not allow the Compensation Committee (the “Committee”) to provide a tax gross-up to any participant in connection with any award.

•            Administered by the Independent Compensation Committee.  The 2016 Omnibus Plan is administered by the Committee, which has full power and authority to interpret and administer the 2016 Omnibus Plan and any related award agreements. The members of the Committee meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines.

Purpose and Awards.  The purpose of the 2016 Omnibus Plan is to attract and retain outstanding individuals to serve as officers, Directors and employees of the Partnership, certain affiliates and CFMI, and to

enhance the value of the Partnership for the benefit of its limited partners. The 2016 Omnibus Plan provides an opportunity for officers and Directors to acquire an interest in the growth and performance of our units, and provides employees annual and long-term incentive awards as determined by the Board. Under the 2016 Omnibus Plan, the Committee may grant unit options, unit appreciation rights, restricted units, performance awards, other unit awards, cash incentive awards and unrestricted unit awards.

Administration.  The 2016 Omnibus Plan is administered by the Committee, which has full power and authority to interpret and administer the 2016 Omnibus Plan and any related award agreements. Among other powers, the Committee has full power and authority to: select the eligible persons to whom awards may be granted; determine the type(s) of award(s) to be granted; prescribe the form of award notices, agreements and other instruments; and determine the terms and conditions of each award, consistent with the terms of the 2016 Omnibus Plan. The Committee may also establish, alter and repeal rules and regulations in accordance with applicable law and appoint appropriate agents for administering the 2016 Omnibus Plan.

Eligibility.  Key employees, officers and Directors (including non-employee Directors) of the Partnership, and any of our affiliates (including CFMI), are eligible to participate in the 2016 Omnibus Plan. The Committee has sole discretion to designate those individuals eligible to participate in the 2016 Omnibus Plan, and no member of the Committee will participate in his or her selection as a participant or in the grant of any award to himself or herself. As of the date of this proxy statement, there are 8 non-employee directors, 9 executive officers and approximately 120 key employees eligible to participate in the 2016 Omnibus Plan.

Units Subject to the 2016 Omnibus Plan.  Subject to any adjustment upon changes in capitalization described below, 2,500,000 units of limited partnership interest shall initially be available for all awards under the 2016 Omnibus Plan in addition to the 320,416 units remaining available for grant under the 2008 Omnibus Plan as of the 2016 Omnibus Plan effective date, for a total of 2,820,416 units. Any units subject to outstanding awards under the 2008 Omnibus Plan that on or after the date on which the 2016 Omnibus Plan is approved by our unitholders at this annual meeting cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable units) shall be available for awards under the 2016 Omnibus Plan. Units subject to an award that is forfeited, terminated, unexercised at the time the award expires or settled in cash; units that otherwise can no longer be issued under an award; and units used by a participant as full or partial payment of the purchase price upon the exercise of a unit option will be available again for awards under the 2016 Omnibus Plan. The closing price per unit on the NYSE was $58.04 on April 11, 2016.

In determining the number of units to request for approval under the 2016 Omnibus Plan, the Board, Committee and management carefully considered the compensation needs of the Partnership as well as our historical equity compensation practices. We worked with Hay Group, our independent compensation consultant, to evaluate a number of factors including our recent unit usage, our anticipated future equity compensation needs, and the criteria used by institutional proxy advisory firms to evaluate this proposal. Based on that evaluation, we expect that the proposed unit authorization will meet our needs for the next four to five years. The proposed 2,820,416 total units available for issuance under the 2016 Omnibus Plan represent 5.0% of our outstanding units (including deferred units and outstanding awards). We believe that we have demonstrated a commitment to thoughtful and responsible equity compensation practices and will continue to do so in the future.

Adjustments upon Changes in Capitalization.  Certain changes to the 2016 Omnibus Plan and to outstanding awards, including appropriate adjustments to the number, class and kind of units as to which awards may be granted under the 2016 Omnibus Plan and to the number, class, kind and exercise price of units subject to

outstanding awards, will be made by the Committee to reflect changes in our capitalization, including mergers, reorganizations, consolidations, recapitalizations, unit dividends, unit splits, reverse unit splits, spin offs, or similar transactions or changes in legal structure affecting the units. The number of units or other securities subject to any award will always be a whole number, and the Committee will consider the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance issued under it (“Section 409A”) in making these adjustments and substitutions.

Awards Available under the 2016 Omnibus Plan:

•            Cash Incentive Awards.  The 2016 Omnibus Plan provides for cash incentive awards based on a participant’s base salary, a target award percentage, and performance measures to be assessed during a performance period, as determined in the Committee’s discretion. Target award percentages shall be determined by the Committee in its discretion, with actual payout subject to certain discretionary adjustments that may be made by the Committee which may not exceed 200% of the award target. The Committee will establish performance measures and the performance period in writing either before the performance period begins or within the first 90 days of the performance period if the performance period is at least 1 year and Section 409A applies to the cash incentive award. Performance measures may have multiple levels of performance weighted differently, may or may not be readily quantifiable and may include individualized measures and/or performance measures determined on a Partnership, affiliate, business unit, management function, or other basis. Subject to the award terms or an employment or other agreement with a participant at or, in compliance with Section 409A, subsequent to the award date, if a participant retires or dies during a performance period, his or her cash incentive award will be prorated. Subject to the award terms or an employment or other agreement with a participant at or, in compliance with Section 409A, subsequent to the award date, and except in cases of retirement or death, a participant who ceases to be employed by us will forfeit his or her entire cash incentive award unless the Committee determines otherwise in accordance with the plan. A participant will also forfeit any unpaid cash incentive award (and any such awards deferred in accordance with the 2016 Omnibus Plan) if the Committee determines that the participant, without the prior written consent of the Partnership, has engaged in competitive activities, disclosed confidential information or used confidential information other than for our business.

•            Performance Awards.  The Committee may grant performance awards, which are awards valued by reference to a designated number of units or other property and which may be paid upon achievement of specified performance goals, under the 2016 Omnibus Plan. The Committee will specify the performance criteria to be achieved, the applicable performance period (of at least 1 year) and the time and form of payment of the award in an award agreement. Performance awards may be paid in cash, units, other property, or any combination of them, as determined by the Committee at the time of payment. Unless otherwise determined by the Committee in compliance with Section 409A at or subsequent to the time of grant, (or as provided in the award agreement or in a separate employment or other agreement with a participant), if a participant leaves our employment prior to the end of a performance period, the performance award is forfeited except in the case of death or retirement, in which cases the performance award is prorated and made after the end of the performance period. All payments made for performance awards will be in accordance with Section 409A, and the time and form of payment of performance awards may not be accelerated except as permitted under Section 409A and Schedule A to the 2016 Omnibus Plan.

•            Restricted Unit Awards.  The Committee may grant restricted unit awards on terms and conditions consistent with the 2016 Omnibus Plan including, subject to the 5% Exception, a minimum vesting and restriction period of 1 year. Unless otherwise determined by the Committee at or subsequent to the time of grant or as specified in the award agreement or in a separate employment or other agreement with a participant, if a participant’s employment with us is terminated, any restricted units will be forfeited and returned to us, provided that the Committee may waive (in whole or in part) this forfeiture requirement in the case of retirement, death, permanent disability or other special circumstances.

•            Unit Appreciation Rights.  Unit appreciation rights (“UARs”) may be granted on terms and conditions determined by the Committee and consistent with the 2016 Omnibus Plan. The exercise price (which may not be less than the closing price of our units on the NYSE the day prior to the date of grant), the number of units subject to the UAR and the term of the UAR will be fixed on the date of grant. UARs will be exercisable at the time(s) determined by the Committee at or subsequent to their grant, or as provided in a separate employment or other agreement with a participant; provided that a UAR may not be extended beyond the earlier of the UAR’s latest original expiration date or the ten (10) year anniversary of the date of grant; and provided further, that, subject to the 5% Exception, no portion of a UAR awarded to a participant shall become vested and exercisable earlier than 1 year after the date of grant. UARs may be granted either separately or in conjunction with another type of award under the 2016 Omnibus Plan. Upon exercise of a UAR, the holder will receive payment from us not greater than the appreciation in fair market value of the units covered by the UAR over the grant price of the UAR. Any UAR granted in connection with an option will be granted at the same time the option is granted and will terminate at the time that the option does. The Committee may determine the manner of payment within thirty (30) calendar days of exercise of a UAR, which may take the form of cash, units, other property or any combination of them. No UAR feature may allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of income until the exercise of the UAR.

•            Unit Options.  Options to purchase units may be granted on terms and conditions determined by the Committee and consistent with the 2016 Omnibus Plan. The exercise price per unit purchasable under an option may not be less than the closing price of our units on the NYSE the day prior to grant. The number of units subject to an option and term of each option will be fixed on the date of grant. Options will be exercisable at the time(s) determined by the Committee at or subsequent to their grant, or as provided in a separate employment or other agreement with a participant, but the ability to exercise an option may not be extended beyond the earlier of the option’s latest original expiration date or the ten (10) year anniversary of the date of grant; and provided further, that, subject to the 5% Exception, no portion of an option awarded to a participant shall become vested and exercisable earlier than 1 year after the date of grant. The option price is payable in cash, units or other consideration as determined by the Committee and specified in the award agreement. No option feature may allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of gain until the later of the exercise or disposition of the option or the time the units acquired pursuant to the exercise of the option first becomes substantially vested (as defined in Treasury Regulation Section 1.83-3(b)).

•            Unrestricted Unit Awards.  Subject to the 5% Exception, the Committee may grant unrestricted units, which are units free of any restrictions or forfeiture risk that vest in full upon the

grant date or such other date as the Committee may determine, to any participant in respect of services rendered or other valid consideration.

•            Other Unit Awards.  The Committee may make awards of other rights, interests or options that are valued in whole or in part by reference to, or are otherwise based on, units, including securities convertible into units. Other unit awards must, subject to the 5% Exception, have a minimum vesting and restriction period of 1 year and may be granted alone or in conjunction with other plan awards, and their terms and conditions will be determined by the Committee and set forth in a written award agreement. Other unit awards may be paid in units, other securities of the Partnership, cash or any other form of property as determined by the Committee. Units (including securities convertible into units) purchased pursuant to a purchase right will be purchased for the consideration determined by the Committee, which will not be less than the closing price of our units on the NYSE the day before or the fair market value of the other securities as of the date the purchase right is awarded. The time and form of payment of such other awards may not be accelerated except as permitted under Section 409A.

Distribution Equivalents.  The Committee has discretion to provide for interest, distributions or distribution equivalents with respect to the units covered by awards other than options and UARs, and may provide that any such amounts will be deemed to have been reinvested in units or otherwise, subject to the provisions of the 2016 Omnibus Plan and any award agreements.

Deferral of Award Payments.  The Committee may establish procedures, as provided in Schedule A to the 2016 Omnibus Plan, for the deferral of the payment of any award other than a unit option or a UAR. The required timing by which a participant must make a deferral election is specified in Schedule A. A deferral election must irrevocably specify the amount of an award to be deferred as a percentage of the award, which may generally range from ten percent (10%) to one hundred percent (100%) of the award.

Transferability.  Unless the Committee provides otherwise at the time of grant, no award and no units that have not been issued or as to which any applicable restriction, performance, or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution.

Cancellation or Suspension of Awards; Competition.  Among other circumstances determined by the Committee, a participant may be required to forfeit unexercised, unearned or unvested awards under the 2016 Omnibus Plan if the Committee determines the participant, without the consent of the Committee, engaged directly or indirectly in any business or activity that is competitive with our business or otherwise detrimental to us.

Amendment.  The Board may amend, alter, or discontinue the 2016 Omnibus Plan, but no amendment, alteration, or discontinuation may impair the rights of a participant under an outstanding award without the participant’s consent. The Partnership will obtain unitholder approval of any 2016 Omnibus Plan amendment to the extent necessary or desirable to comply with applicable laws. The Committee may amend the terms of any award, prospectively or retroactively, but no award amendment may impair a participant’s rights without his or her consent.

Change in Control.  Unless otherwise determined by the Committee at the time of granting an award,or unless otherwise provided in the award terms or an employment or other agreement at, or in compliance with 409A, subsequent to the award date, in the event of a change in control (as defined in the 2016 Omnibus Plan);

Term.  The 2016 Omnibus Plan will remain in effect for 10 years after the date on which the plan is approved by our unitholders at this annual meeting, subject to the right of the Board to discontinue the plan prior to that time. Awards outstanding on the 10-year anniversary of the effective date (or an earlier termination date if established by the Board pursuant to the plan) shall continue in accordance with their terms.

Federal Income Tax Consequences.   The following summary of certain federal income tax consequences relating to the 2016 Omnibus Plan is based upon the laws and regulations currently in effect and does not purport to be a complete statement of the law in this area. Furthermore, the discussion below does not address the tax consequences of the receipt or exercise of awards under foreign, state or local tax laws, and such tax laws may not correspond to the federal income tax treatment described herein. The exact federal income tax treatment of transactions under the 2016 Omnibus Plan will vary depending upon the specific facts and circumstances involved, and participants are advised to consult their personal tax advisor with regard to all consequences arising from the grant or exercise of awards and the disposition of any acquired units.

•            Cash Incentive Awards.  A participant who is paid a cash incentive award should generally recognize ordinary income equal to the amount of cash paid on the date of the payment of the award, and the Partnership or one of its subsidiaries should generally be entitled to a corresponding income tax deduction.

•            Performance Awards.  The grant of a performance award should create no income tax consequences for the participant or for the Partnership or any of its subsidiaries. Upon the participant’s

receipt of cash, units and/or other property after the end of the applicable performance period, the participant should recognize ordinary income equal to the amount of cash and/or the fair market value of the units or other property received. The Partnership or one of its subsidiaries should generally be entitled to a deduction in the same amount and at the same time as the participant recognizes income. If Partnership units are issued to a participant after the end of the applicable performance period, under some circumstances, the Partnership or one of its subsidiaries will recognize gain or loss upon the transfer of Partnership units. For a discussion of additional tax consequences that will arise upon a participant’s receipt of unrestricted units, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Restricted Units.  Generally, a participant should not recognize income and the Partnership and its subsidiaries should not be entitled to an income tax deduction at the time an award of restricted units is made under the 2016 Omnibus Plan, unless the participant makes the election described below. A participant who has not made such an election should generally recognize ordinary income at the time the restrictions on the units lapse in an amount equal to the fair market value of the restricted units at such time. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon lapse of restrictions on Partnership units transferred to participants. Any distributions paid in cash and received by a participant prior to the time the restrictions lapse should generally constitute compensation income to the participant in the year paid, and the Partnership or one of its subsidiaries should generally be entitled to a corresponding income tax deduction for such distributions. Any distributions paid in units should generally be treated as awards of additional restricted units subject to the tax treatment described herein.

A participant may, within 30 days after the date of the award of restricted units, elect, under Code Section 83(b), to recognize ordinary income as of the date of the award in an amount equal to the fair market value of such restricted units on the date of the award (less the amount, if any, the participant paid for such restricted units). If the participant makes such an election, then (i) the Partnership or one of its subsidiaries would, under certain circumstances, be entitled to a corresponding income tax deduction in the same amount and at the same time as the participant recognizes income and (ii) the participant should (as discussed below under the paragraph entitled, “Other Tax Consequences of Receiving Units”) generally be treated as a limited partner as of the effective date of the election. Accordingly, the participant should receive allocations of partnership items, and any distributions made to the participant will generally either reduce the participant’s basis in its units or be capital gain to the participant. If the participant who has made an election subsequently forfeits the restricted units, then the participant should generally not be entitled to claim a credit for the tax previously paid. For a discussion of additional tax consequences that will arise if a participant receives restricted units, but makes a Code Section 83(b) election, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Unit Appreciation Rights.  The grant of unit appreciation rights should generally not create any federal income tax consequences to the recipient, the Partnership or any of its subsidiaries. A participant would generally recognize ordinary income at the time a payment is made in either cash or units under the unit appreciation rights. If a unit appreciation right is settled in cash by the issuer, the issuer should generally be entitled to an income tax deduction in the amount paid. If a unit appreciation right is settled with Partnership units, the Partnership or one of its subsidiaries generally (i) will be

entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of Partnership units in settlement of a unit appreciation right.

•            Unit Options.  The grant of a unit option under the 2016 Omnibus Plan should generally not create any federal income tax consequences to the recipient, the Partnership, or any of its subsidiaries. A participant who is granted a unit option should generally recognize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the unit at such time over the exercise price. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of Partnership units pursuant a unit option. Under certain circumstances, the Partnership may be deemed to receive a distribution from one of its subsidiaries, which, in the case of a corporate subsidiary, could be a taxable dividend. For a discussion of additional tax consequences that will arise upon a participant’s receipt of unrestricted units, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Unrestricted Unit Awards.  A participant who has received unrestricted units should generally recognize ordinary income at the time of receiving the units in an amount equal to the fair market value of the units at such time. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of unrestricted Partnership units transferred to participants.

•            Other Unit Awards.  The tax consequences of other unit awards will depend upon the manner in which those awards are structured by the Committee.

•            Other Tax Consequences of Receiving Units.  If a participant acquires unrestricted units, the restrictions applicable to restricted units lapse or the participant makes an election under Code Section 83(b), the participant should (upon the receipt of such units, the lapse of such restrictions or the effective date of such election), for federal income tax purposes, become a limited partner, rather than an employee. Such participant should thereafter no longer receive a Form W-2 but should receive a Form K-1 with his or her former salary and wages denominated as “guaranteed payments.” Such a participant should be subject to the same tax consequences from the ownership and disposition of limited partnership units as other limited partners. Such a description is beyond the scope of this summary.

•            Issuance of Options and Other Compensation to Directors of the Partnership’s General Partner.  Under some circumstances, a subsidiary of the Partnership or the Partnership itself may issue Partnership units, options to acquire Partnership units, restricted Partnership units or other forms of compensation contemplated under the 2016 Omnibus Plan to directors of the Partnership’s general partner. In that event, the Partnership and/or the general partner could have a deemed distribution, which, in the case of a corporate subsidiary, could be taxable as a dividend.

Benefits under the 2016 Omnibus Plan.  Because benefits under the 2016 Omnibus Plan will depend on the Committee’s actions and the fair market value of the units at various future dates, it is not possible to determine the benefits that will be received by Directors, executive officers and other key employees if the 2016 Omnibus Plan is approved by our unitholders.

Vote Required.  Approval of the 2016 Omnibus Plan requires the affirmative vote of a majority of the votes cast at the meeting. Abstentions will have the effect of a vote against the proposal.

The Board of Directors recommends a vote FOR the proposed approval and adoption of the 2016 Omnibus Incentive Plan.

BOARD MATTERS AND CORPORATE GOVERNANCE

Board of Directors

The Board met five6 times in 2014.2015. Committees of the Board met from time to time upon call of the Chairman of the Board or individual Committee Chairs. During 2014,2015, each Director attended at least 75% of all of the meetings of the Board, inclusive of applicable committee meetings. Directors are expected to attend all meetings of the Board, meetings of the Committees on which they serve and the annual meeting absent occasional, unavoidable circumstances. All current board members attended the 20142015 annual meeting.

Executive sessions of all non-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held five5 times during 2014.2015. These executive sessions are attended by non-employee Directors only, and the non-executive independent Chairman presided at each executive session.

In addition to the independence criteria contained in the NYSE listing standards, the Board has adopted additional standards to determine Director independence. These standards are located in the Corporate Governance Guidelines, which are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/. The Board has affirmatively determined that current Board members Gina D. France, Lauri Shanahan, Daniel Hanrahan, Debra Smithart-Oglesby, Eric L. Affeldt, John M. Scott, III, D. Scott Olivet and Tom Klein meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Mr. Ouimet is not independent because he is an executive officer of the Partnership.

Communication with the Board

Unitholders and interested parties may communicate directly with the Board, including the non-employee independent Directors as a group or the presiding Director of such group, by sending communications to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who will review the correspondence and take action accordingly.

We have a toll-free hot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of the non-employee Directors. The telephone number of the hot-line is 800-650-0716. The Audit Committee of the Board of Directors is charged with reviewing information received and taking appropriate action as necessary.

Board Leadership Structure and Risk Oversight

The Board is committed to strong leadership and effective corporate governance, including appropriate oversight of management. AsWe have maintained separate Chief Executive Officer and Board Chairman roles since early 2011 when we moved to this board leadership structure as part of our planning process for CEO succession and transition as well asand in response to our unitholders’Unitholder advisory vote on the leadership structure in January 2011, we modified our Board leadershipof 2011. Under this structure, at the beginning of 2011 to separate the roles of the Chief Executive Officer and the Chairman. Mr. Affeldt serves as our non-executive, independent Chairman. The Board reviews and evaluates the appointment of the non-executive, independent Chairman on a periodic basis.

The Board plays a direct role in monitoring and mitigating risks to the Partnership broadly and also administers its risk oversight role through its committee structure and the committees’ reports to the Board. The Board regularly reviews information regarding credit, liquidity and operational risk, and management identifies and prioritizes other material risks. The Audit Committee meets frequently during the year (five times in 2014) 2015)

and discusses with management and the Partnership’s independent registered public accountant: (1) current business trends affecting the Partnership; (2) major risks facing the Partnership; (3) steps management has taken to monitor and control such risks; and (4) adequacy of internal controls that could significantly affect the

Partnership’s financial statements. The Audit Committee also reviews the Partnership’s enterprise risk management process for identification of and response to major risks. The Audit Committee Chairperson provides the Board with regular reports concerning its risk oversight activities. In addition, the Compensation Committee annually assesses the Partnership’s compensation programs to ensure they do not encourage excessive risk taking by employees which could result in a material adverse impact on the Partnership. The Board of Directors is kept abreast of the Compensation Committee’s risk oversight and other activities via regular reports of the Committee Chairperson to the full Board.

Board Committees

The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each Committee is composed entirely of independent Directors, as that term is defined in the NYSE listing standards and CFMI’s Corporate Governance Guidelines, and each member of the Audit Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each Committee’s charter, the Corporate Governance Guidelines and the Code of Conduct and Ethics are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/ and available in print to any unitholder upon request. Each Committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board and its Committees.

The members of the Board and the Committees of the Board on which they serve as of the date of this proxy statement are identified below.

 * Member

The Audit Committee is responsible for appointing and meeting with the Partnership’s independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions. The Audit Committee met five5 times in 2014.2015. The Board has determined that each Committee member is financially literate, and Gina D. France and Debra Smithart-Oglesby are the designated financial experts. The Audit Committee’s report is on page 6487 of this proxy statement.

The Compensation Committee is responsible for reviewing the Partnership’s compensation and employee benefit policies and programs, and recommending related actions, as well as executive compensation decisions and succession planning matters, to the Board of Directors. The Compensation Committee is also responsible for recommending the fees paid to the Directors and Board Committee members for services in those

capacities. The Compensation Committee met four5 times in 2014.2015. The Compensation Committee Report is on page 6082 of this proxy statement. Compensation decisions for the chief executive officer are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the performance of the Partnership. The Committee makes recommendations to the Board of Directors with respect to non-CEO compensation, incentive compensation plans and equity-based compensation based on discussions with and recommendations of the chief executive officer. On an annual basis, the chief executive officer reviews all of his direct reports, including the other named executive officers, and all of the other executive vice presidentsofficers review and park general managers.make recommendations regarding their direct reports. See “Compensation Discussion and Analysis—Analysis - Determining Executive Compensation” for additional detail.

The Nominating and Corporate Governance Committee is responsible for recommending criteria for service as a director, identifying qualified Director nominees to enhance the Board and for playing a leadership role in shaping the governance of CFMI. The Committee considers diversity of experience and background when selecting candidates. The Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; the highest integrity; extensive knowledge, experience and judgment; loyalty to the interests of the Partnership and its unitholders; and a willingness to devote the extensive time necessary to fulfill a Director’s duties. Although CFMI does not have a formal policy on diversity in the selection of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, career and professional experience, independence, skills and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’s industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills and experiences, both personal and professional. The Committee conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. In 2014,2015, the Nominating Committee met three3 times.

The Nominating and Corporate Governance Committee will consider qualified nominees recommended by unitholders for membership on the Board. If a unitholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. In addition, limited partners may nominate one or more persons for election or reelection to the Board at an annual meeting in accordance and compliance with the notice, procedural, informational and other requirements of our Partnership Agreement. See “Unitholder Proposals and Nominations for the 20162017 Annual Meeting” for additional information.

Compensation Committee Interlocks and Insider Participation

None of our Directors who served on the Compensation Committee during 20142015 were current or former officers or employees of the Partnership or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Partnership’s executive officers or Directors and the board or compensation committee of another entity.

Unit Ownership Guidelines

The Board adoptedmaintains unit ownership guidelines in March 2012 for our chief executive officer and his direct reports. The chief executive officer is required to hold units having a value of four times his base salary, and his direct

reports are required to hold units with a value of two times their base salaries. The chief executive officer’s direct reports currently include the chief operating officer, the executive vice president and chief financial officer, the senior vice president of planning & design, the executive vice president and general counsel, the executive vice president and chief marketing officer and the senior vice president of administration. Executives have five years from the adoption of the guidelines (for current executive officers) and five years from becoming an executive officer (for new executive officers) to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of April 2015,2016, the chief executive

officer and his direct reports were all in compliance with the guidelines. Units held directly or beneficially owned, units held in benefit plans (e.g., in 401(k) accounts), performance units (as if earned at 100% of target), vested and unvested restricted units and phantom units will be counted for purposes of determining compliance with the unit ownership guidelines.

The Board also revised themaintains unit ownership guidelines for the Directors in March 2012. Under the currentDirectors. The guidelines require Directors are required to accumulate units equal to four times the annual cash retainer within four years of January 1, 2011 (for Directors serving on the Board at that date) and within four years of becoming a Director (for new Directors). As of April 2015,2016, all directors were in compliance with the guidelines.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation philosophy and objectives, our methods for determining the elements and mix of executive compensation, and the reasons that we have elected to pay these particular elements of compensation. The following summary highlights our 20142015 business results and the impact of those results on our compensation decisions as well as actions we have taken recently to update and enhance our compensation programs.decisions. This information should be read in conjunction with the compensation tables, related narratives, and notes contained later in this proxy statement.

Following the summary is a detailed discussion of our philosophy and practices regarding the compensation awarded to, earned by, and paid to the following individuals, who were our named executive officers for 2014:2015:

Summary

We believe that our compensation should be closely tied to Company and individual performance. To that end, in 2014:2015:

Compensation Philosophy and paidObjectives

Our compensation program is designed to incentivize our long-term incentives above target consistent with the over-performance;key employees to drive superior results, to give key employees a proprietary and

Overall our unitholder approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results as well as deliver long term value for all unitholders. Our compensation structure provides us with the flexibility to evolve our compensation philosophy and program from year to year, as the market, our business or the industry requires.

Company Financial Performance

The graphs below illustrate some of the key indicators of the Company’s financial health and performance over the five-year fiscal period, 2010—20142011-2015.

Cumulative Total Return¹(448%382% 5-year total return)

Net Revenues

Adjusted EBITDA⁽²⁾

² See Note 5 in Item 6, “Selected Financial Data,” on page 15 of the Company’s Form 10-K for fiscal 2015 for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income.

Some of our financial results and other accomplishments we achieved for our unitholders in fiscal year 20142015 include the following:

In 20142015 we also advanced a number of important long-term initiatives that support our ability to grow our business in the years to come. These included:

Our Pay Governance Reflects Best Practices

We have been listening to our unitholders and maintaining and adopting best practices in pay governance. The Company maintainsmaintain the following compensation and pay governance best practices:

2015 Compensation Updates

We received strong unitholder support in our 2014 advisory vote on executive compensation, and our management team continued to deliver record results. We believe that our compensation program is structured to best support our continued growth and success, and as a result, the Compensation Committee did not make significant changes to our executive compensation program in 2015.

Our executive compensation decisions for 2015 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. As further explained below, each of our executive compensation decisions for 2015, including our decisions to increase base salary compensation for our executives, enhance long-term and short-term performance-based incentive awards to certain of our named executive officers and to pay our 2015 performance unit awards (if earned) in units, were made to further demonstrate our commitment to these goals.

Consideration of Last Year’s Advisory Unitholder Vote on Executive Compensation

At the 20142015 Annual Meeting of Limited Partner Unitholders, more than 96%approximately 88% of the units cast were voted to approve the compensation of the Company’s named executive officers. The Compensation Committee believes that the strong unitholder support for the Company’s pay practices in 20142015 was a clear endorsement of our current performance-based approach, focused on long-term value creation. Therefore, the Compensation Committee has decided generally to continue its approach to executive compensation for 20152016 and to maintain our emphasis on performance in the Company’s executive compensation structure. The advisory vote at this Annual Meeting and future advisory votes on executive compensation will serve as an additional tool to inform the Compensation Committee in evaluating the alignment of the Company’s executive compensation programs with the interests of the Company and its unitholders.

2014

Compensation UpdatesPerformance Measures

For 2014, the Board of Directors instituted the following modifications toAs discussed above, our compensation program to enhance our current performance-based approach and emphasize long-term value creation:

Our executive compensation decisions continue to reflect our desire to attract and retain highly-qualified individuals while at the same time aligning executive compensation with unitholders’ interests, emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. As further explained below, each of our executive compensation decisions for 2014, including our decisions to increase base salary compensation for our executives, enhance long-term and short-term performance-based incentive awards to each of our named executive officers and to standardize our executive employment contracts, were made to further demonstrate our commitment to these goals.

Compensation Philosophy and Objectives

Our compensation program is designed to incentivize our key employees to drive superior results, to give key employees a proprietary and vested interest in our growth and performance, and to enhance our ability to attract and retain exceptional managerial talent upon who, in large measure, our sustained growth, progress and profitability depend. Our executive compensation structure rewards both successful individual performance and the consolidated operating results of the Company. Our executive compensation program is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current credit agreement. We use Adjusted EBITDA as the key measure of performance because it tracks core operating performance closely, it crosses park operating units, it is easy to track and report to our unitholders on a regular basis, and because it is helpful to evaluating free cash flow available for distributions which we believe is one of the key investment areas of focus for our unitholders. In the compensation context, for purposes of measuringwe use performance againstgoals that compute performance achieved and targets using “functional currency Adjusted EBITDA,” which differs from the targeted level of Adjusted EBITDA amounts we usereport in our earnings releases and financial reports because the compensation metric is calculated using the functional currency of the country where the income or loss was earned (i.e., the Canadian dollar for our Canadian operations). We consistently use functional currency in orderthe compensation program and believe it is the most appropriate measurement to eliminatedetermine incentive compensation because it eliminates artificial increases or decreases in the impactassessment of performance against the targets that would be based solely on currency fluctuations on the results. Forfluctuations. In addition, for our cash plan, the targettargeted and actual performance calculations are based on earnings before incentive basedincentive-based compensation expenses.expenses, which we compute by adding back the cash costs of our performance-based compensation programs to the functional currency Adjusted EBITDA amounts.

Overall, our unitholder-approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results as well as deliver long-term value for all unitholders. Our compensation structure provides us with the flexibility to evolve our compensation philosophy and program from year to year, as the market, our business or the industry requires.

Determining Executive Compensation

We combine the compensation elements discussed below in a manner that we believe will optimize each executive’s contribution to the Company. We recognize and consider many factors in assessing an individual’s value. In general, we work within market-based ranges of base salary commensurate with the executive’s scope of responsibilities and use our cash incentive and unit-based award programs to challenge the executive to achieve superior annual and long-term results for the benefit of the Company and its unitholders. Because a significant portion of this compensation is dependent on performance results, an executive’s actual total compensation can vary considerably if we have a year that exceeds, or fails to meet, expectations. We believe that this is a fair result and appropriately motivates our executives to achieve peak corporate performance over the long term. The range of targeted compensation is position dependent and may reflect how difficult we believe it would be to replace a particular person.

Role of the Compensation Consultant

The Compensation Committee engaged Hay Group, an independent executive compensation consulting firm, to provide information on competitive practices and trends in our industry, andto make recommendations regarding the design of our compensation program and to assist with the annual review of compensation practices and an assessment of the effectiveness of these practices. Hay Group was retained by and reports directly to the Compensation Committee. Since their engagement in 2011, Hay Group has participated in almost all Compensation Committee meetings and has performed no other services for the Company or for management other than to provide advice and counsel to the Compensation Committee in accordance with the Compensation Committee’s instructions from time to time.

Compensation Consultant Conflicts Assessment

In February of 2014,2015, the Compensation Committee assessed the independence of the compensation consultant in accordance with the Securities and Exchange Commission (“SEC”) rules and concluded that the compensation consultant’s work for the Compensation Committee does not raise any conflicts of interest.

In accordance with applicable SEC rules, the Committee took certain factors, which it believes may affect the independence of a compensation consultant, into consideration when selecting Hay Group. In particular, at theits February 20142015 meeting, of the Committee, the Committee discussed: (i) whether any other services had been or were being provided by Hay Group to the Company, (ii) the amount of fees paid by ourthe Company to Hay Group as a percent of Hay Group’s total revenues, (iii) Hay Group’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee, (iv) Hay Group’s ownership of Company units, and (v) any business or personal relationships between Hay Group and any Committee members or ourthe Company’s executive officers. Following the consideration of these factors the Committee made an affirmative determinationdetermined that Hay Group is independentindependent.

2015 Peer Group and unanimously approved the engagement of Hay Group.Peer Group Review

2014 Plan Review

PerCompensation information from our peer group and surveys is one factor and reference point that the Compensation Committee’s instructions,Committee considers in the executive compensation decision-making process. Our peer group for these purposes included the following companies when we were setting 2015 compensation:

These peer group members were selected in a review process, in consultation with Hay Group, completed a market assessment and participated in a risk assessment of our executive compensation program for 2014 compensation strategy planning and made recommendations on possible changes to the program structure. The Hay Group analysis included a review of our cash incentive program and long-term incentive program. In August of 2013 Hay Group also conducted a study of compensation levels for certain of our executive positions as compared to compensation levels for similar positions at comparable companies, including levels of base salaries, target total cash compensation (i.e., base salary and target bonus) and total direct compensation (i.e., base salary, target bonus and long-term incentive).

The Hay Group study compared our current programs, practices and compensation levels to market data from published and private survey sources as well as proxy statement information on the then-current programs, practices and compensation levels of 19 peer companies. The selection of peer group membersthat focused on U.S. publicly traded companies with a significant focus on recreation and entertainment, with similar business models to ours, with annual revenues between ¹/⁄₂ to 2 ¹/⁄₂ times our revenues and with a market capitalization comparable to ours. The goal was for peer group companies to meet the majority of these criteria. The Compensation

Committee believes that the followingthis peer group presented an accurate picture of industry practices for the 2014 fiscal year:

The peer group meets the Company’s established peer group criteria andmet this goal, achieved the desired level of balance among the peer group companies in terms of revenuerevenues and market capitalization and provided the best indicator of the executive compensation practices for businesses our review of compensation for fiscal year 2014 was based on this peer group. size and in our industry.

The Compensation Committee reviews thisthe peer group periodically, and, at a minimum, biannually. Therefore, we expect that the members of this group will be updated from time to time to ensure that they provide us with the most accurate picturegoal of current industry practices. In keeping with the stated objective ofreviewing it at least biannually, and undertook a bi annualpeer group review the Compensation Committee,in 2015 with the assistance of Hay Group. The Hay Group will undertake areview included industry and size data for each of the current peer group companies and observations on the most notable business changes with respect to those companies. Hay Group did not recommend any changes to our peer group in connection with the 2015 review in 2015.

Whileprocess. The group was considered to have an appropriate number of companies, good leisure and facilities exposure and related sectors and was not viewed to have any aspirational peers. Accordingly, the Compensation Committee relies on compensation information fromapproved the above listed group of companies as the peer group as a starting pointfor use in its executive compensation decisions.

Market Analysis

The Compensation Committee also periodically requests Hay Group to analyze the compensation of our executives relative to that of executives in similar positions at our peer companies and/or survey data, and generally requests Hay Group to compile that information at least biannually. While we focus on peer group compensation information in our decision-making process, the information is one data point and the Committee also continues to exercise itsexercises judgment and retains considerable discretion. In particular,discretion when setting compensation levels. Our executive compensation program is

more heavily weighted toward performance-based compensation, and our general objective is to provide base salaries within a competitive range at or near the 50th percentile of our peer group and to provide total direct compensation opportunities that are between the 50th and 75th percentiles of our peer group and aligned with survey data, subject to other considerations. The Committee considers a variety of additionalother factors whenin setting compensation, levels, including recent and projected Company performance, growth and returns to unitholders, the significant industry expertise of the team, recent individual performance, individual performance expectations, survey data, general industry practices, and general economic conditions, internal equity and retention goals.

In determining 2014 executive compensation, we usedWe have made adjustments in the data from the peer group and survey data to assess market practices for executive pay. Our objective was to provide base salaries within a competitive range relativepast several years to the 50^th percentile of our peer group and to provide total direct compensation that is between the 50^th and 75^th percentiles of our peer group and aligned with survey based data. In 2013, the target total direct compensationlevels of certain of our named executive officers fellexecutives whose targeted compensation has fallen below theour targeted percentile range for the identified peer group. As a result, in the fall of 2013 the Compensation Committee in consultation with Hay Group reviewed and made adjustments to executive compensation levels of certain officers in order to better align executive pay with the targeted percentile rangethese objectives and in light of their expanded roles and the other considerations discussed above.

The Compensation Committee and For example, compensation competitiveness relative to peer data from our last Hay Group together reviewedmarket study (compiled in 2013) was a factor in the adjustments to the 2015 compensation opportunities for our COO and our General Counsel.

Following the review and confirmation of the peer group and survey data and interacted extensively, discussing the appropriate mix of compensation to retain executives and drive performance, certain unique features of our company, our goal to increase alignment with our unitholders through required executive unit ownership guidelines and the mechanics and costs of various compensation features. At the request ofin 2015, the Compensation Committee requested that Hay Group reviewedprepare an updated benchmarking study to assess the competitiveness of our executive compensation levels. The Hay Group review was completed in September 2015, and recommended certain modifications to ourcovered all components of target total direct compensation, including levels of base salary, target total cash incentivecompensation (i.e., base salary plus target bonus) and target long-term incentive programs, includingcompensation. The Hay Group study looked at proxy data from our peer group companies and at data based on a general industry survey. The study found our executive base salaries and target total direct compensation, in the utilizationaggregate, to be aligned with our general objectives, with variance among the executives and some executives who fall outside the identified range as a result of a different mixthe variety of unit-based award opportunities than what has been used in recent yearsfactors that we take into account. This updated peer and survey analysis provided context for and was one of the Compensation Committee adoptedfactors impacting some of the recommended enhancements, all of which wereadjustments that we put in place for 2014.

Roles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer

Although our Board makes the final compensation decisions for the named executive officers, the process of determining compensation is a collaborative one between the Board, Compensation Committee and the chief executive officer. Our chief executive officer dedicates time annually to review all of his direct reports, including the other named executive officers, as well as all of the executive vice presidents and the park general managers.officers. He reviews each individual against budget targets (for the named executive officers), operational targets (for park managers) and achievement of individual performance objectives established before the operating season begins (where applicable) and he makes recommendations to the Compensation Committee regarding the compensation of each individual. The Compensation Committee then, in consultation with the independent compensation consultant, makes compensation determinations and adjustments when determined to be appropriate to the chief executive officer’s recommendations when determined to be appropriate in accordance with the applicable compensation plans and in turn reports its recommendations to the Board for its approval. Decisions regarding the chief executive officer’s compensation are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the Company’s performance.

The Board reviews compensation matters after the seasonal parks have closed and financial results for the season are available. The chief executive officer finalizescompletes his evaluations of the other named executive officers’ performance against their established targets and achievement of their individual performance objectives and based upon that determination, prepares calculations with respect to cash incentive payouts and equity compensation awards for the current year, as well as recommendations for compensation adjustments for the coming year. The chief executive officer generally presents this report to the Compensation Committee and

to the Board in October, and provides a final review in February of the subsequent year when financial results have been finalized and final review of the achievement of individual goals has been completed. Based on Company performance, park performance and individual performance, the Compensation Committee makes final calculations with regard to cash incentive payouts,and equity compensation awards and recommends any compensation adjustments,award payouts, subject to Board approval and final audited results.

In addition to determining payouts based on the previous year’s performance, the Compensation Committee and Board also historically have set performance targets and granted incentive awards for the current year in February, when the Company would finalize its annual and long-term budgets for the related periods. The Company successfully streamlined its budgeting process during 2015, which allowed for earlier and enhanced visibility into expectations and forecasts for future results. As a result, the Company was able to make related decisions regarding matters such as establishing long-term performance targets and equity-based performance awards on a more synchronized basis, and the Compensation Committee and Board decided to move the grants for the coming year to the preceding October meeting. This allows us to coordinate and handle all compensation-related adjustments and grants at the same time and resulted in two sets of our regular program grants during the transition year (2015), which will be a one-time occurrence. The performance period and restricted unit vesting schedule for the October 2015 awards are the same as they would have been had the awards been made in February 2016. We did not make additional equity grants to the named executive officers in February 2016, and we plan to make equity-based long-term incentive grants for 2017 in October 2016.

Elements of 20142015 Executive Compensation

Overview

Our executive compensation program is designed around total direct compensation-thatcompensation -- that is, the combination of base salary, annual cash incentive awards and long-term incentive compensation. In setting the appropriate level of targeted total direct compensation, the Compensation Committee seeks to establish each compensation element at a level that is both competitive and will attract and motivate top talent, while keeping the overall pay levels aligned with unitholders’ interests and job responsibilities.

The following table sets forth each element of our executive compensation program and the principal objectives of that element:

We seek to balance the compensation for each executive among the above elements in a manner designed to achieve our overall compensation objectives. In setting cash incentive and equity incentive

components of compensation for each executive, we look to the relationship of those components to the executive’s salary and consider the total direct compensation that is represented by salary, cash incentive awards and unit-based awards. The mix of compensation and relative levels of each element is position dependent and may vary year-to-year.

Compensation Mix—2014Mix - 2015

For 2014,As noted above, we did not make significant changes to our executive compensation program for 2015. Our program continued to be focused around total targeted direct compensation, and we retained the Compensation Committee focused on60%/40% weighting of performance-based and time-based unit awards in the long-term incentive portion of our program. We gave merit-based base salary raises to each of our named executive officers which flowed through their mix of compensation plan design and was committed to adjustingopportunities for the relative weighting ofyear. We also enhanced the incentive components to ensure that it continued to be consistent with market practices and was performance-based. In Octobercompensation component of 2013, in consultation with Hay Group, we reviewed the total compensation of our executive officers in an effort to ensure alignment of the total direct compensation with applicable peer group and survey data. As a result of this review increases were made to the total compensation packages for the CEO, CFOour COO and COO so thatGeneral Counsel positions through percentage-based increases to incentive opportunities, both to better align their targeted 2014compensation opportunities with our established range for base salaries and total direct compensation was better aligned with the established range of the 50thand also to 75th percentile of the peer grouprecognize their accomplishments and survey data.

The Compensation Committee also reviewed the updates to the program madeadditional responsibilities taken on in 2012 and 2013 and identified additional refinements tokey areas for our program for 2014. The Committee focused in particular on the long-term incentive compensation plan design and the short-term incentive performance goal scale. As a result of its October 2013 review, the Committee revised the mix of long-term incentive compensation to increase the relative percentage of performance-based units from 50% to 60%, to increase the relative percentage of time-based restricted units from 25% to 40% as part of the equity compensation mix for 2014. In addition, in the interest of efficient equity management, we also discontinued the use of options. The performance awards continue to have three-year performance periods, and payouts are based on the achievement of cumulative Adjusted EBITDA versus the target established for the 2014-2016 period based on the same payout scale as applied to the 2013 performance awards. The 2014 time-based restricted units vest in annual increments over a three-year period—a change from the cliff-vesting that occurs at the end of the three-year restricted period applicable to the 2012 and 2013 restricted unit awards. Both the performance unit awards and restricted unit awards accrue distribution equivalents. The Committee decided to retain the cash incentive award program in substantially the same form, except to increase the threshold level of performance to 90% of the targeted level of Adjusted EBITDA and to increase the related threshold payout to 80% of the target award for 2014.Company.

The graphic below illustrates the 20142015 targeted total direct compensation mix for Mr. Ouimet. This chart includesdoes not include the full grant date value of Mr. Ouimet’s 2014 performance-based retentionOctober 2015 restricted units or his 2016-2018 performance unit award and may not be reflectivebecause we view those awards as part of the relative percentage mix of elements for a year in which he does not receive a similar award. Excluding Mr. Ouimet’s 2014 performance-based retention award, the relative percentages of the other elements of his 2014 targeted total direct compensation mix would have been: salary (17%); target cash incentive (21%); restricted units (25%); and target 2014-2016 Adjusted EBITDA-based performance units (37%).opportunity for 2016.

The graphics that follow illustrate the 20142015 targeted total direct compensation mix for our CFO and COO and the 20142015 targeted total direct compensation mix for our Executive Vice President and General Counsel and our Executive Vice President Operations.and Chief Marketing Officer. As with Mr. Ouimet’s chart, these exclude the value of the executives’ October 2015 restricted units and 2016-2018 performance unit awards, which we view as part of targeted total direct compensation for 2016.

Compensation Mix—2015Mix - 2016

In light of the strong unitholder support of the compensation paid to our executive officers as evidenced by the results of the 2014 advisory vote and the continued delivery of strong results,As discussed above, we believe that our compensation program is structured to best support our continued growth and success. As a result the Compensation Committee decided to retain our general approach to executive compensation and did not make significant changes to our executive compensation programsprogram for 2015.2016. We approved 2016 targeted total direct compensation opportunities for our executives in late 2015 that reflect a mix similar to the 2015 mix, with adjustments in relative percentages that reflect enhanced performance-based incentive award opportunities to several of our executives in recognition of their leadership and impact on our company and in line with our overall market-based objectives. While the executives’ final compensation mix for 2016 is subject to change, the “Targeted 2016 Long-Term Incentive Compensation” section below discusses the unit-based awards currently in place for the 2016 compensation cycle.

Base SalaryRestricted Unit Awards.  The Committee may grant restricted unit awards on terms and conditions consistent with the 2016 Omnibus Plan including, subject to the 5% Exception, a minimum vesting and restriction period of 1 year. Unless otherwise determined by the Committee at or subsequent to the time of grant or as specified in the award agreement or in a separate employment or other agreement with a participant, if a participant’s employment with us is terminated, any restricted units will be forfeited and returned to us, provided that the Committee may waive (in whole or in part) this forfeiture requirement in the case of retirement, death, permanent disability or other special circumstances.

We pay base salaries•            Unit Appreciation Rights.  Unit appreciation rights (“UARs”) may be granted on terms and conditions determined by the Committee and consistent with the 2016 Omnibus Plan. The exercise price (which may not be less than the closing price of our units on the NYSE the day prior to the date of grant), the number of units subject to the UAR and the term of the UAR will be fixed on the date of grant. UARs will be exercisable at the time(s) determined by the Committee at or subsequent to their grant, or as provided in a separate employment or other agreement with a participant; provided that a UAR may not be extended beyond the earlier of the UAR’s latest original expiration date or the ten (10) year anniversary of the date of grant; and provided further, that, subject to the 5% Exception, no portion of a UAR awarded to a participant shall become vested and exercisable earlier than 1 year after the date of grant. UARs may be granted either separately or in conjunction with another type of award under the 2016 Omnibus Plan. Upon exercise of a UAR, the holder will receive payment from us not greater than the appreciation in fair market value of the units covered by the UAR over the grant price of the UAR. Any UAR granted in connection with an option will be granted at the same time the option is granted and will terminate at the time that the option does. The Committee may determine the manner of payment within thirty (30) calendar days of exercise of a UAR, which may take the form of cash, units, other property or any combination of them. No UAR feature may allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of income until the exercise of the UAR.

•            Unit Options.  Options to purchase units may be granted on terms and conditions determined by the Committee and consistent with the 2016 Omnibus Plan. The exercise price per unit purchasable under an option may not be less than the closing price of our units on the NYSE the day prior to grant. The number of units subject to an option and term of each option will be fixed on the date of grant. Options will be exercisable at the time(s) determined by the Committee at or subsequent to their grant, or as provided in a separate employment or other agreement with a participant, but the ability to exercise an option may not be extended beyond the earlier of the option’s latest original expiration date or the ten (10) year anniversary of the date of grant; and provided further, that, subject to the 5% Exception, no portion of an option awarded to a participant shall become vested and exercisable earlier than 1 year after the date of grant. The option price is payable in cash, units or other consideration as determined by the Committee and specified in the award agreement. No option feature may allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of gain until the later of the exercise or disposition of the option or the time the units acquired pursuant to the exercise of the option first becomes substantially vested (as defined in Treasury Regulation Section 1.83-3(b)).

•            Unrestricted Unit Awards.  Subject to the 5% Exception, the Committee may grant unrestricted units, which are units free of any restrictions or forfeiture risk that vest in full upon the

grant date or such other date as the Committee may determine, to any participant in respect of services rendered or other valid consideration.

•            Other Unit Awards.  The Committee may make awards of other rights, interests or options that are valued in whole or in part by reference to, or are otherwise based on, units, including securities convertible into units. Other unit awards must, subject to the 5% Exception, have a minimum vesting and restriction period of 1 year and may be granted alone or in conjunction with other plan awards, and their terms and conditions will be determined by the Committee and set forth in a written award agreement. Other unit awards may be paid in units, other securities of the Partnership, cash or any other form of property as determined by the Committee. Units (including securities convertible into units) purchased pursuant to a purchase right will be purchased for the consideration determined by the Committee, which will not be less than the closing price of our units on the NYSE the day before or the fair market value of the other securities as of the date the purchase right is awarded. The time and form of payment of such other awards may not be accelerated except as permitted under Section 409A.

Distribution Equivalents.  The Committee has discretion to provide for interest, distributions or distribution equivalents with respect to the units covered by awards other than options and UARs, and may provide that any such amounts will be deemed to have been reinvested in units or otherwise, subject to the provisions of the 2016 Omnibus Plan and any award agreements.

Deferral of Award Payments.  The Committee may establish procedures, as provided in Schedule A to the 2016 Omnibus Plan, for the deferral of the payment of any award other than a fixedunit option or a UAR. The required timing by which a participant must make a deferral election is specified in Schedule A. A deferral election must irrevocably specify the amount of compensationan award to be deferred as a percentage of the award, which may generally range from ten percent (10%) to one hundred percent (100%) of the award.

Transferability.  Unless the Committee provides otherwise at the time of grant, no award and no units that have not been issued or as to which any applicable restriction, performance, or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution.

Cancellation or Suspension of Awards; Competition.  Among other circumstances determined by the Committee, a participant may be required to forfeit unexercised, unearned or unvested awards under the 2016 Omnibus Plan if the Committee determines the participant, without the consent of the Committee, engaged directly or indirectly in any business or activity that is notcompetitive with our business or otherwise detrimental to us.

Amendment.  The Board may amend, alter, or discontinue the 2016 Omnibus Plan, but no amendment, alteration, or discontinuation may impair the rights of a participant under an outstanding award without the participant’s consent. The Partnership will obtain unitholder approval of any 2016 Omnibus Plan amendment to the extent necessary or desirable to comply with applicable laws. The Committee may amend the terms of any award, prospectively or retroactively, but no award amendment may impair a participant’s rights without his or her consent.

Change in Control.  Unless otherwise determined by the Committee at the time of granting an award,or unless otherwise provided in the award terms or an employment or other agreement at, or in compliance with 409A, subsequent to the award date, in the event of a change in control (as defined in the 2016 Omnibus Plan);

Term.  The 2016 Omnibus Plan will remain in effect for 10 years after the date on which the plan is approved by our unitholders at this annual meeting, subject to performance-related risk commensuratethe right of the Board to discontinue the plan prior to that time. Awards outstanding on the 10-year anniversary of the effective date (or an earlier termination date if established by the Board pursuant to the plan) shall continue in accordance with their terms.

Federal Income Tax Consequences.   The following summary of certain federal income tax consequences relating to the executive’s2016 Omnibus Plan is based upon the laws and regulations currently in effect and does not purport to be a complete statement of the law in this area. Furthermore, the discussion below does not address the tax consequences of the receipt or exercise of awards under foreign, state or local tax laws, and such tax laws may not correspond to the federal income tax treatment described herein. The exact federal income tax treatment of transactions under the 2016 Omnibus Plan will vary depending upon the specific facts and circumstances involved, and participants are advised to consult their personal tax advisor with regard to all consequences arising from the grant or exercise of awards and the disposition of any acquired units.

•            Cash Incentive Awards.  A participant who is paid a cash incentive award should generally recognize ordinary income equal to the amount of cash paid on the date of the payment of the award, and the Partnership or one of its subsidiaries should generally be entitled to a corresponding income tax deduction.

•            Performance Awards.  The grant of a performance award should create no income tax consequences for the participant or for the Partnership or any of its subsidiaries. Upon the participant’s

receipt of cash, units and/or other property after the end of the applicable performance period, the participant should recognize ordinary income equal to the amount of cash and/or the fair market value of the units or other property received. The Partnership or one of its subsidiaries should generally be entitled to a deduction in the same amount and at the same time as the participant recognizes income. If Partnership units are issued to a participant after the end of the applicable performance period, under some circumstances, the Partnership or one of its subsidiaries will recognize gain or loss upon the transfer of Partnership units. For a discussion of additional tax consequences that will arise upon a participant’s receipt of unrestricted units, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Restricted Units.  Generally, a participant should not recognize income and the Partnership and its subsidiaries should not be entitled to an income tax deduction at the time an award of restricted units is made under the 2016 Omnibus Plan, unless the participant makes the election described below. A participant who has not made such an election should generally recognize ordinary income at the time the restrictions on the units lapse in an amount equal to the fair market value of the restricted units at such time. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon lapse of restrictions on Partnership units transferred to participants. Any distributions paid in cash and received by a participant prior to the time the restrictions lapse should generally constitute compensation income to the participant in the year paid, and the Partnership or one of its subsidiaries should generally be entitled to a corresponding income tax deduction for such distributions. Any distributions paid in units should generally be treated as awards of additional restricted units subject to the tax treatment described herein.

A participant may, within 30 days after the date of the award of restricted units, elect, under Code Section 83(b), to recognize ordinary income as of the date of the award in an amount equal to the fair market value of such restricted units on the date of the award (less the amount, if any, the participant paid for such restricted units). If the participant makes such an election, then (i) the Partnership or one of its subsidiaries would, under certain circumstances, be entitled to a corresponding income tax deduction in the same amount and at the same time as the participant recognizes income and (ii) the participant should (as discussed below under the paragraph entitled, “Other Tax Consequences of Receiving Units”) generally be treated as a limited partner as of the effective date of the election. Accordingly, the participant should receive allocations of partnership items, and any distributions made to the participant will generally either reduce the participant’s basis in its units or be capital gain to the participant. If the participant who has made an election subsequently forfeits the restricted units, then the participant should generally not be entitled to claim a credit for the tax previously paid. For a discussion of additional tax consequences that will arise if a participant receives restricted units, but makes a Code Section 83(b) election, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Unit Appreciation Rights.  The grant of unit appreciation rights should generally not create any federal income tax consequences to the recipient, the Partnership or any of its subsidiaries. A participant would generally recognize ordinary income at the time a payment is made in either cash or units under the unit appreciation rights. If a unit appreciation right is settled in cash by the issuer, the issuer should generally be entitled to an income tax deduction in the amount paid. If a unit appreciation right is settled with Partnership units, the Partnership or one of its subsidiaries generally (i) will be

entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of Partnership units in settlement of a unit appreciation right.

•            Unit Options.  The grant of a unit option under the 2016 Omnibus Plan should generally not create any federal income tax consequences to the recipient, the Partnership, or any of its subsidiaries. A participant who is granted a unit option should generally recognize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the unit at such time over the exercise price. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of Partnership units pursuant a unit option. Under certain circumstances, the Partnership may be deemed to receive a distribution from one of its subsidiaries, which, in the case of a corporate subsidiary, could be a taxable dividend. For a discussion of additional tax consequences that will arise upon a participant’s receipt of unrestricted units, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Unrestricted Unit Awards.  A participant who has received unrestricted units should generally recognize ordinary income at the time of receiving the units in an amount equal to the fair market value of the units at such time. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of unrestricted Partnership units transferred to participants.

•            Other Unit Awards.  The tax consequences of other unit awards will depend upon the manner in which those awards are structured by the Committee.

•            Other Tax Consequences of Receiving Units.  If a participant acquires unrestricted units, the restrictions applicable to restricted units lapse or the participant makes an election under Code Section 83(b), the participant should (upon the receipt of such units, the lapse of such restrictions or the effective date of such election), for federal income tax purposes, become a limited partner, rather than an employee. Such participant should thereafter no longer receive a Form W-2 but should receive a Form K-1 with his or her former salary and wages denominated as “guaranteed payments.” Such a participant should be subject to the same tax consequences from the ownership and disposition of limited partnership units as other limited partners. Such a description is beyond the scope of responsibilities, performance, currentthis summary.

•            Issuance of Options and Other Compensation to Directors of the Partnership’s General Partner.  Under some circumstances, a subsidiary of the Partnership or the Partnership itself may issue Partnership units, options to acquire Partnership units, restricted Partnership units or other forms of compensation levels, tenure withcontemplated under the Company2016 Omnibus Plan to directors of the Partnership’s general partner. In that event, the Partnership and/or the general partner could have a deemed distribution, which, in the case of a corporate subsidiary, could be taxable as a dividend.

Benefits under the 2016 Omnibus Plan.  Because benefits under the 2016 Omnibus Plan will depend on the Committee’s actions and the fair market value of the units at various future dates, it is not possible to determine the benefits that will be received by Directors, executive officers and other experience. We do not considerkey employees if the earnings2016 Omnibus Plan is approved by our unitholders.

Vote Required.  Approval of prior long-term incentive awards or retirement plans when determining base salary compensation, as awards earnedthe 2016 Omnibus Plan requires the affirmative vote of a majority of the votes cast at the meeting. Abstentions will have the effect of a vote against the proposal.

The Board of Directors recommends a vote FOR the proposed approval and adoption of the 2016 Omnibus Incentive Plan.

BOARD MATTERS AND CORPORATE GOVERNANCE

Board of Directors

The Board met 6 times in prior years were earned for prior performance, and we do not believe they should be a factor in current compensation. Base salaries may be reviewed and adjusted2015. Committees of the Board met from time to time subject toupon call of the termsChairman of applicable employment agreements. Based on the factors identified above, the Board or individual Committee Chairs. During 2015, each Director attended at least 75% of all of the meetings of the Board, inclusive of applicable committee meetings. Directors are expected to attend all meetings of the Board, meetings of the Committees on which they serve and the annual meeting absent occasional, unavoidable circumstances. All current board members attended the 2015 annual meeting.

Executive sessions of all non-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held 5 times during 2015. These executive sessions are attended by non-employee Directors only, and the non-executive independent Chairman presided at each executive session.

In addition to the independence criteria contained in the NYSE listing standards, the Board has adopted additional standards to determine Director independence. These standards are located in the Corporate Governance Guidelines, which are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/. The Board has affirmatively determined that current Board members Gina D. France, Lauri Shanahan, Daniel Hanrahan, Debra Smithart-Oglesby, Eric L. Affeldt, John M. Scott, III, D. Scott Olivet and Tom Klein meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Mr. Ouimet is not independent because he is an executive officer of the Partnership.

Communication with the Board

Unitholders and interested parties may communicate directly with the Board, including the non-employee independent Directors as a group or the presiding Director of such group, by sending communications to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who will review the correspondence and take action accordingly.

We have a toll-free hot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of the non-employee Directors. The telephone number of the hot-line is 800-650-0716. The Audit Committee of the Board of Directors is charged with reviewing information received and taking appropriate action as necessary.

Board Leadership Structure and Risk Oversight

The Board is committed to strong leadership and effective corporate governance, including appropriate oversight of management. We have maintained separate Chief Executive Officer and Board Chairman roles since early 2011 when we moved to this board leadership structure as part of our planning process for CEO succession and transition and in response to our Unitholder advisory vote on leadership structure in January of 2011. Under this structure, Mr. Affeldt serves as our non-executive, independent Chairman. The Board reviews and evaluates the appointment of the non-executive, independent Chairman on a periodic basis.

The Board plays a direct role in monitoring and mitigating risks to the Partnership broadly and also administers its risk oversight role through its committee structure and the committees’ reports to the Board. The Board regularly reviews information regarding credit, liquidity and operational risk, and management identifies and prioritizes other material risks. The Audit Committee meets frequently during the year (five times in 2015)

and discusses with management and the Partnership’s independent registered public accountant: (1) current business trends affecting the Partnership; (2) major risks facing the Partnership; (3) steps management has taken to monitor and control such risks; and (4) adequacy of internal controls that could significantly affect the Partnership’s financial statements. The Audit Committee also reviews the Partnership’s enterprise risk management process for identification of and response to major risks. The Audit Committee Chairperson provides the Board with regular reports concerning its risk oversight activities. In addition, the Compensation Committee asannually assesses the case may be, reviews and may adjustPartnership’s compensation programs to ensure they do not encourage excessive risk taking by employees which could result in a material adverse impact on the base salary for eachPartnership. The Board of Directors is kept abreast of the named executive officersCompensation Committee’s risk oversight and other activities via regular reports of the Committee Chairperson to the full Board.

Board Committees

The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each Committee is composed entirely of independent Directors, as that term is defined in the NYSE listing standards and CFMI’s Corporate Governance Guidelines, and each member of the Audit Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each Committee’s charter, the Corporate Governance Guidelines and the Code of Conduct and Ethics are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/ and available in print to any unitholder upon request. Each Committee conducts an annual basisevaluation of its performance, and in connection with promotions or a substantial change in responsibilities. See “Narrative to Summary Compensationthe Nominating and Grants of Plan Based Awards Tables—Employment Agreements” for additional information on the termsCorporate Governance Committee annually conducts an evaluation of the employment agreements.Board and its Committees.

The base salarymembers of the Board and the Committees of the Board on which they serve as of the date of this proxy statement are identified below.

The Audit Committee is responsible for each named executive officer falls within a range, when considered togetherappointing and meeting with the other elementsPartnership’s independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions. The Audit Committee met 5 times in 2015. The Board has determined that each Committee member is financially literate, and Gina D. France and Debra Smithart-Oglesby are the designated financial experts. The Audit Committee’s report is on page 87 of this proxy statement.

The Compensation Committee is responsible for reviewing the Partnership’s compensation thatand employee benefit policies and programs, and recommending related actions, as well as executive compensation decisions and succession planning matters, to the Board of Directors. The Compensation Committee is also responsible for recommending the fees paid to the Directors and Board Committee members for services in those capacities. The Compensation Committee met 5 times in 2015. The Compensation Committee Report is on page 82 of this proxy statement. Compensation decisions for the chief executive officer and Compensation Committee believe is appropriate on an individual basis. In reviewing the named executive officer’s salary, the Compensation Committee generally considers, among other things:

In light of such considerations, our named executive officers received merit based increases in base salary for 2014 to, among other things, recognize continued success in their executive roles, reward the executive’s contribution to a fourth-straight record year of Adjusted EBITDA in 2013, and better align base pay with market-based comparables. The base pay increases were intended to move the base salaries for our named executive officers closer to the market-based percentile objective of 50% of our peer group. Base salaries have been further adjusted for 2015 following a similar review process. Base salaries for our named executive officers for 2015 and 2014 are indicated below:

Cash Incentive Program

Our cash incentive awards provide a component of compensation that is contingent on the achievement of annual performance objectives and is designed to reward achievement of annual financial and operational goals. The performance objectives and percentage of base salary that may be earned as a cash incentive are determined for each named executive officer and approvedmade by the Compensation Committee, by Marchtogether with the Board of Directors, based upon its review of his performance and the performance of the applicable year, unless revised duringPartnership. The Committee makes recommendations to the negotiationBoard of Directors with respect to non-CEO compensation, incentive compensation plans and equity-based compensation based on discussions with and recommendations of the chief executive officer. On an employment agreement. annual basis, the chief executive officer reviews all of his direct reports, including the other named executive officers, and the other executive officers review and make recommendations regarding their direct reports. See “Compensation Discussion and Analysis - Determining Executive Compensation” for additional detail.

The performance objectivesNominating and Corporate Governance Committee is responsible for recommending criteria for service as a director, identifying qualified Director nominees to enhance the Board and for playing a leadership role in shaping the governance of CFMI. The Committee considers diversity of experience and background when selecting candidates. The Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; the highest integrity; extensive knowledge, experience and judgment; loyalty to the interests of the Partnership and its unitholders; and a willingness to devote the extensive time necessary to fulfill a Director’s duties. Although CFMI does not have a formal policy on diversity in the selection of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, career and professional experience, independence, skills and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’s industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills and experiences, both personal and professional. The Committee conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. In 2015, the Nominating Committee met 3 times.

The Nominating and Corporate Governance Committee will consider qualified nominees recommended by unitholders for membership on the Board. If a unitholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. In addition, limited partners may be individualizednominate one or more persons for each positionelection or reelection to the Board at an annual meeting in accordance and individual, may be expressed in multiple measurescompliance with the notice, procedural, informational and other requirements of performance, including individual, business unit, management unitour Partnership Agreement. See “Unitholder Proposals and Partnership performance,Nominations for the 2017 Annual Meeting” for additional information.

Compensation Committee Interlocks and may be weighted differently between positions and individuals.Insider Participation

In 2012, upon the recommendationNone of our Directors who served on the Compensation Committee the Board adopted a short-term cash incentive award program that included individual performance goals and Company performance goals, and that required that awards not be paid out if Company financial performance falls below a threshold level. For 2014, 85%during 2015 were current or former officers or employees of the target cash incentive awards for our namedPartnership or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Partnership’s executive officers were based on an approved target consolidated Adjusted EBITDA foror Directors and the fiscal yearboard or compensation committee of $438 million and 15% of the target awards were based on the achievement of individual performance goals.another entity.

Payouts of the Company performance-based portion of the award were based on specified threshold, target and maximum levels of performance as compared to the targeted level of Adjusted EBITDA of $438 million and were interpolated for performance between those levels. Payouts of the company performance-based portion of the 2014 cash awards were calculated at the following scale (with amounts interpolated between the various levels): Adjusted EBITDA of less than 90% of the target will result in a 0% payout; Adjusted EBITDA of 90% of the target, 80% payout; Adjusted EBITDA of 100% of the target, 100% payout; and Adjusted EBITDA of 105% or more, payout at 150%. For purposes of measuring performance against the targeted level of Adjusted EBITDA, we adjusted the target and actual performance to exclude the cost of our performance-based incentive plans and used the Canadian dollar for income or loss from our Canadian operations (i.e. the functional currency). Payout of the individual performance-based portion of the award was dependent on the achievement of a specified threshold, target or maximum number of individual performance goals, with payout at 50%, 100% and 150% for the 2014 awards. Maximum payout of the cash incentive awards were limited to 150% of the target award, and no cash incentive awards were eligible to be paid to the executives in the event that Adjusted EBITDA fell below the threshold level of performance or the Company was not able to pay a distribution during the applicable year due to loan covenants.Unit Ownership Guidelines

Our employment agreements generally require the executive to be employed at year end to receive a cash incentive for that year, but protect the executives against forfeiting these awards in qualifying termination scenarios. As a result, these awards are designed not only to motivate performance but also to encourage retention of key employees.

For 2014, the cash incentive opportunitiesThe Board maintains unit ownership guidelines for our chief executive officer and his direct reports includedreports. The chief executive officer is required to hold units having a clawback provision. This clawback provision has a 24-month look backvalue of four times his base salary, and is triggered upon a financial restatement that results in lower bonus payouts than originally delivered. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 contained a provision, which when made effective through final SEC rulemaking and exchange listing standards, may require modifications to our clawback provisions.his direct

reports are required to hold units with a value of two times their base salaries. The 2014 target award opportunitieschief executive officer’s direct reports currently include the chief operating officer, the executive vice president and chief financial officer, the senior vice president of planning & design, the executive vice president and general counsel, the executive vice president and chief marketing officer and the senior vice president of administration. Executives have five years from the adoption of the guidelines (for current executive officers) and five years from becoming an executive officer (for new executive officers) to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of April 2016, the chief executive officer and his direct reports were all in compliance with the guidelines. Units held directly or beneficially owned, units held in benefit plans (e.g., in 401(k) accounts), performance units (as if earned at 100% of target), vested and unvested restricted units and phantom units will be counted for purposes of determining compliance with the unit ownership guidelines.

The Board also maintains unit ownership guidelines for the namedDirectors. The guidelines require Directors to accumulate units equal to four times the annual cash retainer within four years of January 1, 2011 (for Directors serving on the Board at that date) and within four years of becoming a Director (for new Directors). As of April 2016, all directors were in compliance with the guidelines.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation philosophy and objectives, our methods for determining the elements and mix of executive officers, reflected ascompensation, and the reasons that we have elected to pay these particular elements of compensation. The following summary highlights our 2015 business results and the impact of those results on our compensation decisions. This information should be read in conjunction with the compensation tables, related narratives, and notes contained later in this proxy statement.

Following the summary is a percentage of 2014 base salary, were as follows:

In 2014, the Company achieved Adjusted EBITDA of $431 million, which represented a 1% increase from the Company’s 2013 record Adjusted EBITDA and based on this level of performance achievement, the payouts of the Company performance-based portion of the cash incentive awards to each of the named executive officers who received awards were at 94% of their respective targets. In addition, four of the executives successfully achieved all of their individual performance goals with one executive achieving four out of five of the individual performance goals, which was a significant contributing factor to our record results in 2014. As a result, Messrs. Ouimet, Witherow, Bender and Milkie were eligible for the payment of 150% and Mr. Zimmerman was eligible for 100% of the individual performance-based portion of their respective targets.

The 2014 cash incentive payouts for the named executive officers are set forth below:

Bonuses

In considerationdetailed discussion of our overallphilosophy and practices regarding the compensation objectivesawarded to, earned by, and the mix of different types of compensation that were awarded this year, no additional cash bonuses were paid to the following individuals, who were our named executive officers in fiscal year 2014.for 2015:

Long-Term Incentive Compensation

Summary

We providebelieve that our compensation should be closely tied to Company and individual performance. To that end, in 2015:

Compensation Philosophy and Objectives

Our compensation awardsprogram is designed to senior management underincentivize our 2008 Omnibus Incentive Plan which allows uskey employees to grant options, units, unit appreciation rights, performance awards and other types of unit-based awards. We utilized these types of awards because we believe theydrive superior results, to give key employees a proprietary and vested interest in our growth and performance, and alignto enhance our ability to attract and retain exceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend. Our executive compensation structure rewards both successful individual performance and the consolidated operating results of the Company. Our executive compensation program is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key employees’ interestsperformance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current credit agreement. We use Adjusted EBITDA as the basis for our key performance measures because it tracks core operating performance closely, it crosses park operating units, it is easy to track, and it is helpful in evaluating free cash flow available for distributions which we believe is one of the key investment areas of focus for our unitholders.

Overall our unitholder approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results as well as deliver long term value for all unitholders. Our compensation structure provides us with those ofthe flexibility to evolve our compensation philosophy and program from year to year, as the market, our business or the industry requires.

Company Financial Performance

The graphs below illustrate some of the key indicators of the Company’s financial health and performance over the five-year fiscal period, 2011-2015.

Cumulative Total Return¹(382% 5-year total return)

¹Based upon initial investment of $100 on December 31, 2010 with dividends reinvested and calculated as a straight cumulative return.

² See Note 5 in Item 6, “Selected Financial Data,” on page 15 of the Company’s Form 10-K for fiscal 2015 for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income.

Some of our financial results and other accomplishments we achieved for our unitholders in 2015 include the following:

In 2015 we also advanced a cost effective meansnumber of compensation. important long-term initiatives that support our ability to grow our business in the years to come. These included:

Our Pay Governance Reflects Best Practices

We alsomaintain the following compensation and pay governance best practices:

2015 Compensation Updates

We received strong unitholder support in our 2014 advisory vote on executive compensation, and our management team continued to deliver record results. We believe that our compensation program is structured to best support our continued growth and success, and as a result, the vesting scheduleCompensation Committee did not make significant changes to our executive compensation program in 2015.

Our executive compensation decisions for 2015 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. As further explained below, each of our executive compensation decisions for 2015, including our decisions to increase base salary compensation for our executives, enhance long-term and short-term performance-based incentive awards to certain of our named executive officers and to pay our 2015 performance unit awards (if earned) in units, were made to further demonstrate our commitment to these awards aids usgoals.

Consideration of Last Year’s Advisory Unitholder Vote on Executive Compensation

At the 2015 Annual Meeting of Limited Partner Unitholders, approximately 88% of the units cast were voted to approve the compensation of the Company’s named executive officers. The Compensation Committee believes that the strong unitholder support for the Company’s pay practices in retaining2015 was a clear endorsement of our current performance-based approach, focused on long-term value creation. Therefore, the Compensation Committee has decided generally to continue its approach to executive compensation for 2016 and to maintain our emphasis on performance in the Company’s executive compensation structure. The advisory vote at this Annual Meeting and future advisory votes on executive compensation will serve as an additional tool to inform the Compensation Committee in evaluating the alignment of the Company’s executive compensation programs with the interests of the Company and its unitholders.

Compensation Performance Measures

As discussed above, our executive compensation program is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current credit agreement. In the compensation context, we use performance goals that compute performance achieved and targets using “functional currency Adjusted EBITDA,” which differs from the Adjusted EBITDA amounts we report in our earnings releases and financial reports because the compensation metric is calculated using the functional currency of the country where the income or loss was earned (i.e., the Canadian dollar for our Canadian operations). We consistently use functional currency in the compensation program and believe it is the most appropriate measurement to determine incentive compensation because it eliminates artificial increases or decreases in the assessment of performance against the targets that would be based solely on currency fluctuations. In addition, for our cash plan, the targeted and actual performance calculations are based on earnings before incentive-based compensation expenses, which we compute by adding back the cash costs of our performance-based compensation programs to the functional currency Adjusted EBITDA amounts.

Determining Executive Compensation

We combine the compensation elements discussed below in a manner that we believe will optimize each executive’s contribution to the Company. We recognize and consider many factors in assessing an individual’s value. In general, we work within market-based ranges of base salary commensurate with the executive’s scope of responsibilities and use our cash incentive and unit-based award programs to challenge the executive to achieve superior annual and long-term results for the benefit of the Company and its unitholders. Because a significant portion of this compensation is dependent on performance results, an executive’s actual total compensation can vary considerably if we have a year that exceeds, or fails to meet, expectations. We believe that this is a fair result and appropriately motivates our executives and motivates superiorto achieve peak corporate performance over the long term. The range of targeted compensation is position dependent and may reflect how difficult we believe it would be to replace a particular person and his or her skill set.

Over the past few yearsRole of the Compensation Consultant

The Compensation Committee engaged Hay Group, an independent executive compensation consulting firm, to provide information on competitive practices and trends in our industry, to make recommendations regarding the design of our compensation program and to assist with the annual review of compensation practices and an assessment of the effectiveness of these practices. Hay Group was retained by and reports directly to the Compensation Committee. Since their engagement in 2011, Hay Group has participated in almost all Compensation Committee meetings and has performed no other services for the Company or for management other than to provide advice and counsel to the Compensation Committee in accordance with the Compensation Committee’s instructions from time to time.

Compensation Consultant Conflicts Assessment

In February of 2015, the Compensation Committee assessed the independence of the compensation consultant in accordance with the Securities and Exchange Commission (“SEC”) rules and concluded that the compensation consultant’s work for the Compensation Committee does not raise any conflicts of interest.

In accordance with applicable SEC rules, the Committee took certain factors, which it believes may affect the independence of a compensation consultant, into consideration when selecting Hay Group. In particular, at its February 2015 meeting, the Committee discussed: (i) whether any other services had been or were being provided by Hay Group to the Company, (ii) the amount of fees paid by the Company to Hay Group as a percent of Hay Group’s total revenues, (iii) Hay Group’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee, (iv) Hay Group’s ownership of Company units, and (v) any business or personal relationships between Hay Group and any Committee members or the Company’s executive officers. Following the consideration of these factors the Committee determined that Hay Group is independent.

2015 Peer Group and Peer Group Review

Compensation information from our peer group and surveys is one factor and reference point that the Compensation Committee considers in the executive compensation decision-making process. Our peer group for these purposes included the following companies when we were setting 2015 compensation:

These peer group members were selected in a review process, in consultation with Hay Group, has taken stepsthat focused on U.S. publicly traded companies with a significant focus on recreation and entertainment, with similar business models to modifyours, with annual revenues between ¹⁄₂ to 2 ¹⁄₂ times our long-term incentive programrevenues and with a market capitalization comparable to realignours. The goal was for peer group companies to meet the elementsmajority of these criteria. The Compensation Committee believes this peer group met this goal, achieved the desired level of balance among the peer group companies in terms of revenues and market capitalization and provided the best indicator of the equity plan reflectiveexecutive compensation practices for businesses our size and in our industry.

The Compensation Committee reviews the peer group periodically, with the goal of reviewing it at least biannually, and undertook a peer group review in 2015 with the assistance of Hay Group. The Hay Group review included industry and size data for each of the current peer group companies and observations on the most notable business changes with respect to those companies. Hay Group did not recommend any changes to our peer group in connection with the 2015 review process. The group was considered to have an appropriate number of companies, good leisure and facilities exposure and related sectors and was not viewed to have any aspirational peers. Accordingly, the Compensation Committee’s desireCommittee approved the above listed group of companies as the peer group for use in its compensation decisions.

Market Analysis

The Compensation Committee also periodically requests Hay Group to migrateanalyze the compensation of our executives relative to a more performance-based approach with a continuing emphasisthat of executives in similar positions at our peer companies and/or survey data, and generally requests Hay Group to compile that information at least biannually. While we focus on alignment with unitholder interests. In furtherance of that performance based approach,peer group compensation information in our decision-making process, the 2014 unit based awards to each named executive officer included a mix of performance unit awards and time-based restricted unitsinformation is one data point and the elimination of unit based options (inCommittee exercises judgment and discretion when setting compensation levels. Our executive compensation program is

more heavily weighted toward performance-based compensation, and our general objective is to provide base salaries within a competitive range at or near the interest of efficient equity management). The target awards were allocated 60% performance based and 40% time based restricted units representing an increased emphasis on performance units versus 2013 (and excluding Mr. Ouimet’s supplemental retention grant discussed separately below). The target long-term incentive award value was determined as a percentage of base salary and then converted to a number of units for each named executive officer, based on the unit price on the day before the grant date. A significant portion50th percentile of our increasespeer group and to provide total direct compensation opportunities that are between the 50th and 75th percentiles of our peer group and aligned with survey data, subject to other considerations. The Committee considers a variety of other factors in setting compensation, including recent and projected Company performance, growth and returns to unitholders, the significant industry expertise of the team, recent individual performance, individual performance expectations, survey data, general industry practices, general economic conditions, internal equity and retention goals.

We have made adjustments in the past several years to the totalcompensation levels of certain of our executives whose targeted compensation has fallen below our targeted percentile range in order to better align executive pay with these objectives and in light of their expanded roles and the other considerations discussed above. For example, compensation competitiveness relative to peer data from our last Hay Group market study (compiled in 2013) was a factor in the adjustments to the 2015 compensation opportunities for our CEO, CFOCOO and COO for 2014 were implemented through increasesour General Counsel.

Following the review and confirmation of the peer group in 2015, the Compensation Committee requested that Hay Group prepare an updated benchmarking study to their long-term incentive award opportunities, which were effected through increases toassess the competitiveness of our executive compensation levels. The Hay Group review was completed in September 2015, and covered all components of target award opportunities as a percentagetotal direct compensation, including levels of base salary, for thosetarget total cash compensation (i.e., base salary plus target bonus) and target long-term incentive compensation. The Hay Group study looked at proxy data from our peer group companies and at data based on a general industry survey. The study found our executive base salaries and target total direct compensation, in the aggregate, to be aligned with our general objectives, with variance among the executives and some executives who fall outside the effect of the base salary increases. The dollar value of targeted award opportunities for Messrs. Milkie and Bender also were higher than those in 2013identified range as a result of their increased salariesthe variety of factors that we take into account. This updated peer and survey analysis provided context for 2014.and was one of the factors impacting some of the adjustments that we put in place for 2016.

The 2014 long-term incentive award opportunitiesRoles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer

Although our Board makes the final compensation decisions for the named executive officers, the process of determining compensation is a collaborative one between the Board, Compensation Committee and the chief executive officer. Our chief executive officer dedicates time annually to review all of his direct reports, including the other named executive officers. He reviews each individual against budget targets and achievement of individual performance objectives established before the operating season begins (where applicable) and he makes recommendations to the Compensation Committee regarding the compensation of each individual. The Compensation Committee then, in consultation with the independent compensation consultant, makes compensation determinations and adjustments to the chief executive officer’s recommendations when determined to be appropriate in accordance with the applicable compensation plans and in turn reports its recommendations to the Board for 2014 wereits approval. Decisions regarding the chief executive officer’s compensation are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the Company’s performance.

The Board reviews compensation matters after the seasonal parks have closed and financial results for the season are available. The chief executive officer completes his evaluations of the other named executive officers’ performance against their established targets and achievement of their individual performance objectives and based upon that determination, prepares calculations with respect to cash incentive payouts and equity compensation awards for the current year, as follows:well as recommendations for compensation adjustments for the coming year. The chief executive officer generally presents this report to the Compensation Committee and

to the Board in October, and provides a final review in February of the subsequent year when financial results have been finalized and final review of the achievement of individual goals has been completed. Based on Company performance, park performance and individual performance, the Compensation Committee makes final calculations with regard to cash incentive and equity compensation award payouts, subject to Board approval and final audited results.

In addition to determining payouts based on the previous year’s performance, the Compensation Committee and Board also historically have set performance targets and granted incentive awards for the current year in February, when the Company would finalize its annual and long-term budgets for the related periods. The Company successfully streamlined its budgeting process during 2015, which allowed for earlier and enhanced visibility into expectations and forecasts for future results. As a result, the Company was able to make related decisions regarding matters such as establishing long-term performance targets and equity-based performance awards on a more synchronized basis, and the Compensation Committee and Board decided to move the grants for the coming year to the preceding October meeting. This allows us to coordinate and handle all compensation-related adjustments and grants at the same time and resulted in two sets of our regular program grants during the transition year (2015), which will be a one-time occurrence. The performance period and restricted unit vesting schedule for the October 2015 awards are the same as they would have been had the awards been made in February 2016. We did not make additional equity grants to the named executive officers in February 2016, and we plan to make equity-based long-term incentive grants for 2017 in October 2016.

Elements of 2015 Executive Compensation

Overview

Our executive compensation program is designed around total direct compensation -- that is, the combination of base salary, annual cash incentive awards and long-term incentive compensation. In setting the appropriate level of targeted total direct compensation, the Compensation Committee seeks to establish each compensation element at a level that is both competitive and will attract and motivate top talent, while keeping the overall pay levels aligned with unitholders’ interests and job responsibilities.

The following table sets forth each element of our executive compensation program and the principal objectives of that element:

We seek to balance the compensation for each executive among the above elements in a manner designed to achieve our overall compensation objectives. In setting cash incentive and equity incentive

components of compensation for each executive, we look to the relationship of those components to the executive’s salary and consider the total direct compensation that is represented by salary, cash incentive awards and unit-based awards. The mix of compensation and relative levels of each element is position dependent and may vary year-to-year.

Compensation Mix - 2015

As noted above, we did not make significant changes to our executive compensation program for 2015. Our program continued to be focused around total targeted direct compensation, and we retained the 60%/40% weighting of performance-based and time-based unit awards in the long-term performance based awards have rolling three-year performance periods and related cumulative Adjusted EBITDA targets, and payoutincentive portion of our program. We gave merit-based base salary raises to each of our named executive officers which flowed through their mix of compensation opportunities for the 2014 awards is basedyear. We also enhanced the incentive compensation component of the total compensation packages for our COO and General Counsel positions through percentage-based increases to incentive opportunities, both to better align their targeted compensation opportunities with our established range for base salaries and total direct compensation and also to recognize their accomplishments and additional responsibilities taken on in key areas for our Company.

The graphic below illustrates the achievement2015 targeted total direct compensation mix for Mr. Ouimet. This chart does not include the value of cumulative Adjusted EBITDA versus the target established for the 2014-2016 period. The 2014 time-basedMr. Ouimet’s October 2015 restricted units vest in annual increments over a three-year period. Theseor his 2016-2018 performance unit award because we view those awards as part of Mr. Ouimet’s targeted total direct compensation opportunity for 2016.

The graphics that follow illustrate the 2015 targeted total direct compensation mix for our CFO and COO and the 2015 targeted total direct compensation mix for our Executive Vice President and General Counsel and our Executive Vice President and Chief Marketing Officer. As with Mr. Ouimet’s chart, these exclude the value of the executives’ October 2015 restricted units and 2016-2018 performance unit awards, which we view as part of targeted total direct compensation for 2016.

Compensation Mix - 2016

As discussed above, we did not make significant changes to our executive compensation program for 2016. We approved 2016 targeted total direct compensation opportunities for our executives in late 2015 that reflect a mix similar to the 2015 mix, with adjustments in relative percentages that reflect enhanced performance-based incentive award opportunities to several of our executives in recognition of their leadership and restricted unit awards generally require continuous employment throughimpact on our company and in line with our overall market-based objectives. While the payment date,executives’ final compensation mix for 2016 is subject to certain exceptions containedchange, the “Targeted 2016 Long-Term Incentive Compensation” section below discusses the unit-based awards currently in employment and grant agreements that provide for continued vesting in qualifying termination or change in control situations. Restricted units are non-transferable during the restricted period. Under the performance awards, award recipients are eligible to receive up to a specified percentage of the target number of potential performance units for a particular performance period. The number of units payable is dependent on the level of attainment of the performance objectives specifiedplace for the performance period, as determined by the Committee, and no awards will be paid if the threshold level of performance is not achieved. Awards for 2014 have a performance period of January 1, 2014—December 31, 2016 and are based on the level of achievement of cumulative Adjusted EBITDA versus the target during that period. Payouts of the 2014 awards will be at the following scale (with amounts interpolated between the various levels): cumulative Adjusted EBITDA of less than 85% of the target, 0% payout; cumulative Adjusted EBITDA of 85% of the target, 50% payout; cumulative

Adjusted EBITDA of 100% of the target, 100% payout; and cumulative Adjusted EBITDA of 105% or more, a maximum payout of 150% of the target.

Restricted Unit Awards.  The Committee may grant restricted unit awards on terms and conditions consistent with the 2016 Omnibus Plan including, subject to the 5% Exception, a minimum vesting and restriction period of 1 year. Unless otherwise determined by the Committee at or subsequent to the time of grant or as specified in the award agreement or in a separate employment or other agreement with a participant, if a participant’s employment with us is terminated, any restricted units will be forfeited and returned to us, provided that the Committee may waive (in whole or in part) this forfeiture requirement in the case of retirement, death, permanent disability or other special circumstances.

•            Unit Appreciation Rights.  Unit appreciation rights (“UARs”) may be granted on terms and conditions determined by the Committee and consistent with the 2016 Omnibus Plan. The exercise price (which may not be less than the closing price of our units on the NYSE the day prior to the date of grant), the number of units subject to the UAR and the term of the UAR will be fixed on the date of grant. UARs will be exercisable at the time(s) determined by the Committee at or subsequent to their grant, or as provided in a separate employment or other agreement with a participant; provided that a UAR may not be extended beyond the earlier of the UAR’s latest original expiration date or the ten (10) year anniversary of the date of grant; and provided further, that, subject to the 5% Exception, no portion of a UAR awarded to a participant shall become vested and exercisable earlier than 1 year after the date of grant. UARs may be granted either separately or in conjunction with another type of award under the 2016 Omnibus Plan. Upon exercise of a UAR, the holder will receive payment from us not greater than the appreciation in fair market value of the units covered by the UAR over the grant price of the UAR. Any UAR granted in connection with an option will be granted at the same time the option is granted and will terminate at the time that the option does. The Committee may determine the manner of payment within thirty (30) calendar days of exercise of a UAR, which may take the form of cash, units, other property or any combination of them. No UAR feature may allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of income until the exercise of the UAR.

•            Unit Options.  Options to purchase units may be granted on terms and conditions determined by the Committee and consistent with the 2016 Omnibus Plan. The exercise price per unit purchasable under an option may not be less than the closing price of our units on the NYSE the day prior to grant. The number of units subject to an option and term of each option will be fixed on the date of grant. Options will be exercisable at the time(s) determined by the Committee at or subsequent to their grant, or as provided in a separate employment or other agreement with a participant, but the ability to exercise an option may not be extended beyond the earlier of the option’s latest original expiration date or the ten (10) year anniversary of the date of grant; and provided further, that, subject to the 5% Exception, no portion of an option awarded to a participant shall become vested and exercisable earlier than 1 year after the date of grant. The option price is payable in cash, units or other consideration as determined by the Committee and specified in the award agreement. No option feature may allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of gain until the later of the exercise or disposition of the option or the time the units acquired pursuant to the exercise of the option first becomes substantially vested (as defined in Treasury Regulation Section 1.83-3(b)).

•            Unrestricted Unit Awards.  Subject to the 5% Exception, the Committee may grant unrestricted units, which are units free of any restrictions or forfeiture risk that vest in full upon the

grant date or such other date as the Committee may determine, to any participant in respect of services rendered or other valid consideration.

•            Other Unit Awards.  The Committee may make awards of other rights, interests or options that are valued in whole or in part by reference to, or are otherwise based on, units, including securities convertible into units. Other unit awards must, subject to the 5% Exception, have a minimum vesting and restriction period of 1 year and may be granted alone or in conjunction with other plan awards, and their terms and conditions will be determined by the Committee and set forth in a written award agreement. Other unit awards may be paid in units, other securities of the Partnership, cash or any other form of property as determined by the Committee. Units (including securities convertible into units) purchased pursuant to a purchase right will be purchased for the consideration determined by the Committee, which will not be less than the closing price of our units on the NYSE the day before or the fair market value of the other securities as of the date the purchase right is awarded. The time and form of payment of such other awards may not be accelerated except as permitted under Section 409A.

Distribution Equivalents.  The Committee has discretion to provide for interest, distributions or distribution equivalents with respect to the units covered by awards other than options and UARs, and may provide that any such amounts will be deemed to have been reinvested in units or otherwise, subject to the provisions of the 2016 Omnibus Plan and any award agreements.

Deferral of Award Payments.  The Committee may establish procedures, as provided in Schedule A to the 2016 Omnibus Plan, for the deferral of the payment of any award other than a unit option or a UAR. The required timing by which a participant must make a deferral election is specified in Schedule A. A deferral election must irrevocably specify the amount of an award to be deferred as a percentage of the award, which may generally range from ten percent (10%) to one hundred percent (100%) of the award.

Transferability.  Unless the Committee provides otherwise at the time of grant, no award and no units that have not been issued or as to which any applicable restriction, performance, or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution.

Cancellation or Suspension of Awards; Competition.  Among other circumstances determined by the Committee, a participant may be required to forfeit unexercised, unearned or unvested awards under the 2016 Omnibus Plan if the Committee determines the participant, without the consent of the Committee, engaged directly or indirectly in any business or activity that is competitive with our business or otherwise detrimental to us.

Amendment.  The Board may amend, alter, or discontinue the 2016 Omnibus Plan, but no amendment, alteration, or discontinuation may impair the rights of a participant under an outstanding award without the participant’s consent. The Partnership will obtain unitholder approval of any 2016 Omnibus Plan amendment to the extent necessary or desirable to comply with applicable laws. The Committee may amend the terms of any award, prospectively or retroactively, but no award amendment may impair a participant’s rights without his or her consent.

Change in Control.  Unless otherwise determined by the Committee at the time of granting an award,or unless otherwise provided in the award terms or an employment or other agreement at, or in compliance with 409A, subsequent to the award date, in the event of a change in control (as defined in the 2016 Omnibus Plan);

Term.  The 2016 Omnibus Plan will remain in effect for 10 years after the date on which the plan is approved by our unitholders at this annual meeting, subject to the right of the Board to discontinue the plan prior to that time. Awards outstanding on the 10-year anniversary of the effective date (or an earlier termination date if established by the Board pursuant to the plan) shall continue in accordance with their terms.

Federal Income Tax Consequences.   The following summary of certain federal income tax consequences relating to the 2016 Omnibus Plan is based upon the laws and regulations currently in effect and does not purport to be a complete statement of the law in this area. Furthermore, the discussion below does not address the tax consequences of the receipt or exercise of awards under foreign, state or local tax laws, and such tax laws may not correspond to the federal income tax treatment described herein. The exact federal income tax treatment of transactions under the 2016 Omnibus Plan will vary depending upon the specific facts and circumstances involved, and participants are advised to consult their personal tax advisor with regard to all consequences arising from the grant or exercise of awards and the disposition of any acquired units.

•            Cash Incentive Awards.  A participant who is paid a cash incentive award should generally recognize ordinary income equal to the amount of cash paid on the date of the payment of the award, and the Partnership or one of its subsidiaries should generally be entitled to a corresponding income tax deduction.

•            Performance Awards.  The grant of a performance award should create no income tax consequences for the participant or for the Partnership or any of its subsidiaries. Upon the participant’s

receipt of cash, units and/or other property after the end of the applicable performance period, the participant should recognize ordinary income equal to the amount of cash and/or the fair market value of the units or other property received. The Partnership or one of its subsidiaries should generally be entitled to a deduction in the same amount and at the same time as the participant recognizes income. If Partnership units are issued to a participant after the end of the applicable performance period, under some circumstances, the Partnership or one of its subsidiaries will recognize gain or loss upon the transfer of Partnership units. For a discussion of additional tax consequences that will arise upon a participant’s receipt of unrestricted units, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Restricted Units.  Generally, a participant should not recognize income and the Partnership and its subsidiaries should not be entitled to an income tax deduction at the time an award of restricted units is made under the 2016 Omnibus Plan, unless the participant makes the election described below. A participant who has not made such an election should generally recognize ordinary income at the time the restrictions on the units lapse in an amount equal to the fair market value of the restricted units at such time. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon lapse of restrictions on Partnership units transferred to participants. Any distributions paid in cash and received by a participant prior to the time the restrictions lapse should generally constitute compensation income to the participant in the year paid, and the Partnership or one of its subsidiaries should generally be entitled to a corresponding income tax deduction for such distributions. Any distributions paid in units should generally be treated as awards of additional restricted units subject to the tax treatment described herein.

A participant may, within 30 days after the date of the award of restricted units, elect, under Code Section 83(b), to recognize ordinary income as of the date of the award in an amount equal to the fair market value of such restricted units on the date of the award (less the amount, if any, the participant paid for such restricted units). If the participant makes such an election, then (i) the Partnership or one of its subsidiaries would, under certain circumstances, be entitled to a corresponding income tax deduction in the same amount and at the same time as the participant recognizes income and (ii) the participant should (as discussed below under the paragraph entitled, “Other Tax Consequences of Receiving Units”) generally be treated as a limited partner as of the effective date of the election. Accordingly, the participant should receive allocations of partnership items, and any distributions made to the participant will generally either reduce the participant’s basis in its units or be capital gain to the participant. If the participant who has made an election subsequently forfeits the restricted units, then the participant should generally not be entitled to claim a credit for the tax previously paid. For a discussion of additional tax consequences that will arise if a participant receives restricted units, but makes a Code Section 83(b) election, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Unit Appreciation Rights.  The grant of unit appreciation rights should generally not create any federal income tax consequences to the recipient, the Partnership or any of its subsidiaries. A participant would generally recognize ordinary income at the time a payment is made in either cash or units under the unit appreciation rights. If a unit appreciation right is settled in cash by the issuer, the issuer should generally be entitled to an income tax deduction in the amount paid. If a unit appreciation right is settled with Partnership units, the Partnership or one of its subsidiaries generally (i) will be

entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of Partnership units in settlement of a unit appreciation right.

•            Unit Options.  The grant of a unit option under the 2016 Omnibus Plan should generally not create any federal income tax consequences to the recipient, the Partnership, or any of its subsidiaries. A participant who is granted a unit option should generally recognize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the unit at such time over the exercise price. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of Partnership units pursuant a unit option. Under certain circumstances, the Partnership may be deemed to receive a distribution from one of its subsidiaries, which, in the case of a corporate subsidiary, could be a taxable dividend. For a discussion of additional tax consequences that will arise upon a participant’s receipt of unrestricted units, see the paragraph entitled “Other Tax Consequences of Receiving Units” below.

•            Unrestricted Unit Awards.  A participant who has received unrestricted units should generally recognize ordinary income at the time of receiving the units in an amount equal to the fair market value of the units at such time. Generally, the Partnership or one of its subsidiaries (i) will be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income and (ii) in some circumstances, will recognize gain or loss upon the transfer of unrestricted Partnership units transferred to participants.

•            Other Unit Awards.  The tax consequences of other unit awards will depend upon the manner in which those awards are structured by the Committee.

•            Other Tax Consequences of Receiving Units.  If a participant acquires unrestricted units, the restrictions applicable to restricted units lapse or the participant makes an election under Code Section 83(b), the participant should (upon the receipt of such units, the lapse of such restrictions or the effective date of such election), for federal income tax purposes, become a limited partner, rather than an employee. Such participant should thereafter no longer receive a Form W-2 but should receive a Form K-1 with his or her former salary and wages denominated as “guaranteed payments.” Such a participant should be subject to the same tax consequences from the ownership and disposition of limited partnership units as other limited partners. Such a description is beyond the scope of this summary.

•            Issuance of Options and Other Compensation to Directors of the Partnership’s General Partner.  Under some circumstances, a subsidiary of the Partnership or the Partnership itself may issue Partnership units, options to acquire Partnership units, restricted Partnership units or other forms of compensation contemplated under the 2016 Omnibus Plan to directors of the Partnership’s general partner. In that event, the Partnership and/or the general partner could have a deemed distribution, which, in the case of a corporate subsidiary, could be taxable as a dividend.

Benefits under the 2016 Omnibus Plan.  Because benefits under the 2016 Omnibus Plan will depend on the Committee’s actions and the fair market value of the units at various future dates, it is not possible to determine the benefits that will be received by Directors, executive officers and other key employees if the 2016 Omnibus Plan is approved by our unitholders.

Vote Required.  Approval of the 2016 Omnibus Plan requires the affirmative vote of a majority of the votes cast at the meeting. Abstentions will have the effect of a vote against the proposal.

The Board of Directors recommends a vote FOR the proposed approval and adoption of the 2016 Omnibus Incentive Plan.

BOARD MATTERS AND CORPORATE GOVERNANCE

Board of Directors

The Board met 6 times in 2015. Committees of the Board met from time to time upon call of the Chairman of the Board or individual Committee Chairs. During 2015, each Director attended at least 75% of all of the meetings of the Board, inclusive of applicable committee meetings. Directors are expected to attend all meetings of the Board, meetings of the Committees on which they serve and the annual meeting absent occasional, unavoidable circumstances. All current board members attended the 2015 annual meeting.

Executive sessions of all non-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held 5 times during 2015. These executive sessions are attended by non-employee Directors only, and the non-executive independent Chairman presided at each executive session.

In addition to the independence criteria contained in the NYSE listing standards, the Board has adopted additional standards to determine Director independence. These standards are located in the Corporate Governance Guidelines, which are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/. The Board has affirmatively determined that current Board members Gina D. France, Lauri Shanahan, Daniel Hanrahan, Debra Smithart-Oglesby, Eric L. Affeldt, John M. Scott, III, D. Scott Olivet and Tom Klein meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Mr. Ouimet is not independent because he is an executive officer of the Partnership.

Communication with the Board

Unitholders and interested parties may communicate directly with the Board, including the non-employee independent Directors as a group or the presiding Director of such group, by sending communications to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who will review the correspondence and take action accordingly.

We have a toll-free hot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of the non-employee Directors. The telephone number of the hot-line is 800-650-0716. The Audit Committee of the Board of Directors is charged with reviewing information received and taking appropriate action as necessary.

Board Leadership Structure and Risk Oversight

The Board is committed to strong leadership and effective corporate governance, including appropriate oversight of management. We have maintained separate Chief Executive Officer and Board Chairman roles since early 2011 when we moved to this board leadership structure as part of our planning process for CEO succession and transition and in response to our Unitholder advisory vote on leadership structure in January of 2011. Under this structure, Mr. Affeldt serves as our non-executive, independent Chairman. The Board reviews and evaluates the appointment of the non-executive, independent Chairman on a periodic basis.

The Board plays a direct role in monitoring and mitigating risks to the Partnership broadly and also administers its risk oversight role through its committee structure and the committees’ reports to the Board. The Board regularly reviews information regarding credit, liquidity and operational risk, and management identifies and prioritizes other material risks. The Audit Committee meets frequently during the year (five times in 2015)

and discusses with management and the Partnership’s independent registered public accountant: (1) current business trends affecting the Partnership; (2) major risks facing the Partnership; (3) steps management has taken to monitor and control such risks; and (4) adequacy of internal controls that could significantly affect the Partnership’s financial statements. The Audit Committee also reviews the Partnership’s enterprise risk management process for identification of and response to major risks. The Audit Committee Chairperson provides the Board with regular reports concerning its risk oversight activities. In addition, the Compensation Committee annually assesses the Partnership’s compensation programs to ensure they do not encourage excessive risk taking by employees which could result in a material adverse impact on the Partnership. The Board of Directors is kept abreast of the Compensation Committee’s risk oversight and other activities via regular reports of the Committee Chairperson to the full Board.

Board Committees

The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each Committee is composed entirely of independent Directors, as that term is defined in the NYSE listing standards and CFMI’s Corporate Governance Guidelines, and each member of the Audit Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each Committee’s charter, the Corporate Governance Guidelines and the Code of Conduct and Ethics are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/ and available in print to any unitholder upon request. Each Committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board and its Committees.

The members of the Board and the Committees of the Board on which they serve as of the date of this proxy statement are identified below.

The Audit Committee is responsible for appointing and meeting with the Partnership’s independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions. The Audit Committee met 5 times in 2015. The Board has determined that each Committee member is financially literate, and Gina D. France and Debra Smithart-Oglesby are the designated financial experts. The Audit Committee’s report is on page 87 of this proxy statement.

The Compensation Committee is responsible for reviewing the Partnership’s compensation and employee benefit policies and programs, and recommending related actions, as well as executive compensation decisions and succession planning matters, to the Board of Directors. The Compensation Committee is also responsible for recommending the fees paid to the Directors and Board Committee members for services in those capacities. The Compensation Committee met 5 times in 2015. The Compensation Committee Report is on page 82 of this proxy statement. Compensation decisions for the chief executive officer are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the performance of the Partnership. The Committee makes recommendations to the Board of Directors with respect to non-CEO compensation, incentive compensation plans and equity-based compensation based on discussions with and recommendations of the chief executive officer. On an annual basis, the chief executive officer reviews all of his direct reports, including the other named executive officers, and the other executive officers review and make recommendations regarding their direct reports. See “Compensation Discussion and Analysis - Determining Executive Compensation” for additional detail.

The Nominating and Corporate Governance Committee is responsible for recommending criteria for service as a director, identifying qualified Director nominees to enhance the Board and for playing a leadership role in shaping the governance of CFMI. The Committee considers diversity of experience and background when selecting candidates. The Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; the highest integrity; extensive knowledge, experience and judgment; loyalty to the interests of the Partnership and its unitholders; and a willingness to devote the extensive time necessary to fulfill a Director’s duties. Although CFMI does not have a formal policy on diversity in the selection of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, career and professional experience, independence, skills and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’s industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills and experiences, both personal and professional. The Committee conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. In 2015, the Nominating Committee met 3 times.

The Nominating and Corporate Governance Committee will consider qualified nominees recommended by unitholders for membership on the Board. If a unitholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. In addition, limited partners may nominate one or more persons for election or reelection to the Board at an annual meeting in accordance and compliance with the notice, procedural, informational and other requirements of our Partnership Agreement. See “Unitholder Proposals and Nominations for the 2017 Annual Meeting” for additional information.

Compensation Committee Interlocks and Insider Participation

None of our Directors who served on the Compensation Committee during 2015 were current or former officers or employees of the Partnership or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Partnership’s executive officers or Directors and the board or compensation committee of another entity.

Unit Ownership Guidelines

The Board maintains unit ownership guidelines for our chief executive officer and his direct reports. The chief executive officer is required to hold units having a value of four times his base salary, and his direct

reports are required to hold units with a value of two times their base salaries. The chief executive officer’s direct reports currently include the chief operating officer, the executive vice president and chief financial officer, the senior vice president of planning & design, the executive vice president and general counsel, the executive vice president and chief marketing officer and the senior vice president of administration. Executives have five years from the adoption of the guidelines (for current executive officers) and five years from becoming an executive officer (for new executive officers) to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of April 2016, the chief executive officer and his direct reports were all in compliance with the guidelines. Units held directly or beneficially owned, units held in benefit plans (e.g., in 401(k) accounts), performance units (as if earned at 100% of target), vested and unvested restricted units and phantom units will be counted for purposes of determining compliance with the unit ownership guidelines.

The Board also maintains unit ownership guidelines for the Directors. The guidelines require Directors to accumulate units equal to four times the annual cash retainer within four years of January 1, 2011 (for Directors serving on the Board at that date) and within four years of becoming a Director (for new Directors). As of April 2016, all directors were in compliance with the guidelines.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation philosophy and objectives, our methods for determining the elements and mix of executive compensation, and the reasons that we have elected to pay these particular elements of compensation. The following summary highlights our 2015 business results and the impact of those results on our compensation decisions. This information should be read in conjunction with the compensation tables, related narratives, and notes contained later in this proxy statement.

Following the summary is a detailed discussion of our philosophy and practices regarding the compensation awarded to, earned by, and paid to the following individuals, who were our named executive officers for 2015:

Summary

We believe that our compensation should be closely tied to Company and individual performance. To that end, in 2015:

Compensation Philosophy and Objectives

Our compensation program is designed to incentivize our key employees to drive superior results, to give key employees a proprietary and vested interest in our growth and performance, and to enhance our ability to attract and retain exceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend. Our executive compensation structure rewards both successful individual performance and the consolidated operating results of the Company. Our executive compensation program is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current credit agreement. We use Adjusted EBITDA as the basis for our key performance measures because it tracks core operating performance closely, it crosses park operating units, it is easy to track, and it is helpful in evaluating free cash flow available for distributions which we believe is one of the key investment areas of focus for our unitholders.

Overall our unitholder approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results as well as deliver long term value for all unitholders. Our compensation structure provides us with the flexibility to evolve our compensation philosophy and program from year to year, as the market, our business or the industry requires.

Company Financial Performance

The graphs below illustrate some of the key indicators of the Company’s financial health and performance over the five-year fiscal period, 2011-2015.

Cumulative Total Return¹(382% 5-year total return)

¹Based upon initial investment of $100 on December 31, 2010 with dividends reinvested and calculated as a straight cumulative return.

² See Note 5 in Item 6, “Selected Financial Data,” on page 15 of the Company’s Form 10-K for fiscal 2015 for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income.

Some of our financial results and other accomplishments we achieved for our unitholders in 2015 include the following:

In 2015 we also advanced a number of important long-term initiatives that support our ability to grow our business in the years to come. These included:

Our Pay Governance Reflects Best Practices

We maintain the following compensation and pay governance best practices:

2015 Compensation Updates

We received strong unitholder support in our 2014 advisory vote on executive compensation, and our management team continued to deliver record results. We believe that our compensation program is structured to best support our continued growth and success, and as a result, the Compensation Committee did not make significant changes to our executive compensation program in 2015.

Our executive compensation decisions for 2015 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. As further explained below, each of our executive compensation decisions for 2015, including our decisions to increase base salary compensation for our executives, enhance long-term and short-term performance-based incentive awards to certain of our named executive officers and to pay our 2015 performance unit awards (if earned) in units, were made to further demonstrate our commitment to these goals.

Consideration of Last Year’s Advisory Unitholder Vote on Executive Compensation

At the 2015 Annual Meeting of Limited Partner Unitholders, approximately 88% of the units cast were voted to approve the compensation of the Company’s named executive officers. The Compensation Committee believes that the strong unitholder support for the Company’s pay practices in 2015 was a clear endorsement of our current performance-based approach, focused on long-term value creation. Therefore, the Compensation Committee has decided generally to continue its approach to executive compensation for 2016 and to maintain our emphasis on performance in the Company’s executive compensation structure. The advisory vote at this Annual Meeting and future advisory votes on executive compensation will serve as an additional tool to inform the Compensation Committee in evaluating the alignment of the Company’s executive compensation programs with the interests of the Company and its unitholders.

Compensation Performance Measures

As discussed above, our executive compensation program is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current credit agreement. In the compensation context, we use performance goals that compute performance achieved and targets using “functional currency Adjusted EBITDA,” which differs from the Adjusted EBITDA amounts we report in our earnings releases and financial reports because the compensation metric is calculated using the functional currency of the country where the income or loss was earned (i.e., the Canadian dollar for our Canadian operations). We consistently use functional currency in the compensation program and believe it is the most appropriate measurement to determine incentive compensation because it eliminates artificial increases or decreases in the assessment of performance against the targets that would be based solely on currency fluctuations. In addition, for our cash plan, the targeted and actual performance calculations are based on earnings before incentive-based compensation expenses, which we compute by adding back the cash costs of our performance-based compensation programs to the functional currency Adjusted EBITDA amounts.

Determining Executive Compensation

We combine the compensation elements discussed below in a manner that we believe will optimize each executive’s contribution to the Company. We recognize and consider many factors in assessing an individual’s value. In general, we work within market-based ranges of base salary commensurate with the executive’s scope of responsibilities and use our cash incentive and unit-based award programs to challenge the executive to achieve superior annual and long-term results for the benefit of the Company and its unitholders. Because a significant portion of this compensation is dependent on performance results, an executive’s actual total compensation can vary considerably if we have a year that exceeds, or fails to meet, expectations. We believe that this is a fair result and appropriately motivates our executives to achieve peak corporate performance over the long term. The range of targeted compensation is position dependent and may reflect how difficult we believe it would be to replace a particular person and his or her skill set.

Role of the Compensation Consultant

The Compensation Committee engaged Hay Group, an independent executive compensation consulting firm, to provide information on competitive practices and trends in our industry, to make recommendations regarding the design of our compensation program and to assist with the annual review of compensation practices and an assessment of the effectiveness of these practices. Hay Group was retained by and reports directly to the Compensation Committee. Since their engagement in 2011, Hay Group has participated in almost all Compensation Committee meetings and has performed no other services for the Company or for management other than to provide advice and counsel to the Compensation Committee in accordance with the Compensation Committee’s instructions from time to time.

Compensation Consultant Conflicts Assessment

In February of 2014,2015, the Compensation Committee assessed the independence of the compensation consultant in accordance with the Securities and Exchange Commission (“SEC”) rules and concluded that the compensation consultant’s work for the Compensation Committee does not raise any conflicts of interest.

In accordance with applicable SEC rules, the Committee took certain factors, which it believes may affect the independence of a compensation consultant, into consideration when selecting Hay Group. In particular, at its February 2015 meeting, the Committee discussed: (i) whether any other services had been or were being provided by Hay Group to the Company, (ii) the amount of fees paid by the Company to Hay Group as a percent of Hay Group’s total revenues, (iii) Hay Group’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee, (iv) Hay Group’s ownership of Company units, and (v) any business or personal relationships between Hay Group and any Committee members or the Company’s executive officers. Following the consideration of these factors the Committee determined that Hay Group is independent.

2015 Peer Group and Peer Group Review

Compensation information from our peer group and surveys is one factor and reference point that the Compensation Committee considers in the executive compensation decision-making process. Our peer group for these purposes included the following companies when we were setting 2015 compensation:

These peer group members were selected in a review process, in consultation with Hay Group, that focused on U.S. publicly traded companies with a significant focus on recreation and entertainment, with similar business models to ours, with annual revenues between ¹⁄₂ to 2 ¹⁄₂ times our revenues and with a market capitalization comparable to ours. The goal was for peer group companies to meet the majority of these criteria. The Compensation Committee believes this peer group met this goal, achieved the desired level of balance among the peer group companies in terms of revenues and market capitalization and provided the best indicator of the executive compensation practices for businesses our size and in our industry.

The Compensation Committee reviews the peer group periodically, with the goal of reviewing it at least biannually, and undertook a peer group review in 2015 with the assistance of Hay Group. The Hay Group review included industry and size data for each of the current peer group companies and observations on the most notable business changes with respect to those companies. Hay Group did not recommend any changes to our peer group in connection with the 2015 review process. The group was considered to have an appropriate number of companies, good leisure and facilities exposure and related sectors and was not viewed to have any aspirational peers. Accordingly, the Compensation Committee approved the above listed group of companies as the peer group for use in its compensation decisions.

Market Analysis

The Compensation Committee also periodically requests Hay Group to analyze the compensation of our executives relative to that of executives in similar positions at our peer companies and/or survey data, and generally requests Hay Group to compile that information at least biannually. While we focus on peer group compensation information in our decision-making process, the information is one data point and the Committee exercises judgment and discretion when setting compensation levels. Our executive compensation program is

more heavily weighted toward performance-based compensation, and our general objective is to provide base salaries within a competitive range at or near the 50th percentile of our peer group and to provide total direct compensation opportunities that are between the 50th and 75th percentiles of our peer group and aligned with survey data, subject to other considerations. The Committee considers a variety of other factors in setting compensation, including recent and projected Company performance, growth and returns to unitholders, the significant industry expertise of the team, recent individual performance, individual performance expectations, survey data, general industry practices, general economic conditions, internal equity and retention goals.

We have made time-basedadjustments in the past several years to the compensation levels of certain of our executives whose targeted compensation has fallen below our targeted percentile range in order to better align executive pay with these objectives and in light of their expanded roles and the other considerations discussed above. For example, compensation competitiveness relative to peer data from our last Hay Group market study (compiled in 2013) was a factor in the adjustments to the 2015 compensation opportunities for our COO and our General Counsel.

Following the review and confirmation of the peer group in 2015, the Compensation Committee requested that Hay Group prepare an updated benchmarking study to assess the competitiveness of our executive compensation levels. The Hay Group review was completed in September 2015, and covered all components of target total direct compensation, including levels of base salary, target total cash compensation (i.e., base salary plus target bonus) and target long-term incentive compensation. The Hay Group study looked at proxy data from our peer group companies and at data based on a general industry survey. The study found our executive base salaries and target total direct compensation, in the aggregate, to be aligned with our general objectives, with variance among the executives and some executives who fall outside the identified range as a result of the variety of factors that we take into account. This updated peer and survey analysis provided context for and was one of the factors impacting some of the adjustments that we put in place for 2016.

Roles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer

Although our Board makes the final compensation decisions for the named executive officers, the process of determining compensation is a collaborative one between the Board, Compensation Committee and the chief executive officer. Our chief executive officer dedicates time annually to review all of his direct reports, including the other named executive officers. He reviews each individual against budget targets and achievement of individual performance objectives established before the operating season begins (where applicable) and he makes recommendations to the Compensation Committee regarding the compensation of each individual. The Compensation Committee then, in consultation with the independent compensation consultant, makes compensation determinations and adjustments to the chief executive officer’s recommendations when determined to be appropriate in accordance with the applicable compensation plans and in turn reports its recommendations to the Board for its approval. Decisions regarding the chief executive officer’s compensation are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the Company’s performance.

The Board reviews compensation matters after the seasonal parks have closed and financial results for the season are available. The chief executive officer completes his evaluations of the other named executive officers’ performance against their established targets and achievement of their individual performance objectives and based upon that determination, prepares calculations with respect to cash incentive payouts and equity compensation awards for the current year, as well as recommendations for compensation adjustments for the coming year. The chief executive officer generally presents this report to the Compensation Committee and

to the Board in October, and provides a final review in February of the subsequent year when financial results have been finalized and final review of the achievement of individual goals has been completed. Based on Company performance, park performance and individual performance, the Compensation Committee makes final calculations with regard to cash incentive and equity compensation award payouts, subject to Board approval and final audited results.

In addition to determining payouts based on the previous year’s performance, the Compensation Committee and Board also historically have set performance targets and granted incentive awards for the current year in February, when the Company would finalize its annual and long-term budgets for the related periods. The Company successfully streamlined its budgeting process during 2015, which allowed for earlier and enhanced visibility into expectations and forecasts for future results. As a result, the Company was able to make related decisions regarding matters such as establishing long-term performance targets and equity-based performance awards on a more synchronized basis, and the Compensation Committee and Board decided to move the grants for the coming year to the preceding October meeting. This allows us to coordinate and handle all compensation-related adjustments and grants at the same time and resulted in two sets of our regular program grants during the transition year (2015), which will be a one-time occurrence. The performance period and restricted unit vesting schedule for the October 2015 awards are the same as they would have been had the awards been made in February 2016. We did not make additional equity grants to the named executive officers in February 2016, and we plan to make equity-based long-term incentive grants for 2017 in October 2016.

Elements of 2015 Executive Compensation

Overview

Our executive compensation program is designed around total direct compensation -- that is, the combination of base salary, annual cash incentive awards and long-term incentive compensation. In setting the appropriate level of targeted total direct compensation, the Compensation Committee seeks to establish each compensation element at a level that is both competitive and will attract and motivate top talent, while keeping the overall pay levels aligned with unitholders’ interests and job responsibilities.

The following table sets forth each element of our executive compensation program and the principal objectives of that element:

We seek to balance the compensation for each executive among the above elements in a manner designed to achieve our overall compensation objectives. In setting cash incentive and equity incentive

components of compensation for each executive, we look to the relationship of those components to the executive’s salary and consider the total direct compensation that is represented by salary, cash incentive awards and unit-based awards. The mix of compensation and relative levels of each element is position dependent and may vary year-to-year.

Compensation Mix - 2015

As noted above, we did not make significant changes to our executive compensation program for 2015. Our program continued to be focused around total targeted direct compensation, and we retained the 60%/40% weighting of performance-based and time-based unit awards in the long-term incentive portion of our program. We gave merit-based base salary raises to each of our named executive officers which flowed through their mix of compensation opportunities for the year. We also enhanced the incentive compensation component of the total compensation packages for our COO and General Counsel positions through percentage-based increases to incentive opportunities, both to better align their targeted compensation opportunities with our established range for base salaries and total direct compensation and also to recognize their accomplishments and additional responsibilities taken on in key areas for our Company.

The graphic below illustrates the 2015 targeted total direct compensation mix for Mr. Ouimet. This chart does not include the value of Mr. Ouimet’s October 2015 restricted units or his 2016-2018 performance unit award because we view those awards as part of Mr. Ouimet’s targeted total direct compensation opportunity for 2016.

The graphics that follow illustrate the 2015 targeted total direct compensation mix for our CFO and COO and the 2015 targeted total direct compensation mix for our Executive Vice President and General Counsel and our Executive Vice President and Chief Marketing Officer. As with Mr. Ouimet’s chart, these exclude the value of the executives’ October 2015 restricted units and 2016-2018 performance unit awards, which we view as part of targeted total direct compensation for 2016.

Compensation Mix - 2016

As discussed above, we did not make significant changes to our executive compensation program for 2016. We approved 2016 targeted total direct compensation opportunities for our executives in late 2015 that reflect a mix similar to the 2015 mix, with adjustments in relative percentages that reflect enhanced performance-based incentive award opportunities to several of our executives in recognition of their leadership and impact on our company and in line with our overall market-based objectives. While the executives’ final compensation mix for 2016 is subject to change, the “Targeted 2016 Long-Term Incentive Compensation” section below discusses the unit-based awards currently in place for the 2016 compensation cycle.

Base Salary

We pay base salaries to provide a fixed amount of compensation that is not subject to performance-related risk commensurate with the executive’s scope of responsibilities, performance, current compensation levels, tenure with the Company and other experience. We do not consider the earnings of prior long-term incentive awards or retirement plans when determining base salary compensation, as awards earned in prior years were earned for prior performance, and we do not believe they should be a factor in current compensation. Base salaries may be reviewed and adjusted from time to time, subject to the terms of applicable employment agreements. Based on the factors identified above, the Board, or the Compensation Committee, as the case may be, reviews and may adjust the base salary for each of the named executive officers on an annual basis and in connection with promotions or a substantial change in responsibilities. See “Narrative to Summary Compensation and Grants of Plan Based Awards Tables-Employment Agreements” for additional information on the terms of the employment agreements.

The base salary for each named executive officer falls within a range, when considered together with the other elements of compensation, that the chief executive officer and Compensation Committee believe is appropriate on an individual basis. In reviewing the named executive officer’s salary, the Compensation Committee generally considers, among other things:

In light of such considerations, our named executive officers received merit based increases in base salary ranging from 3%-5% for 2015, among other things, to recognize continued success in their executive roles, to reward the executive’s contribution to a fifth-straight record year of Adjusted EBITDA in 2014, to recognize their professional development achievements and key accomplishments for our business and to better align base pay for certain of our executives with the market-based 50^th percentile of our peer group objective. Base salaries have been further adjusted for 2016 following a similar review process. The annualized base salaries for our named executive officers for 2015 and 2016 are indicated below: