UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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CEDAR FAIR, L.P.

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(1)   Amount previously paid: Previously Paid:   (2)   Form, Schedule or Registration Statement No.: ��  (3) Filing Party:   (3) Filing Party: (4)   Date Filed:   NOTICE OF ANNUAL MEETING OF LIMITED PARTNER UNITHOLDERS     One Cedar Point Drive Sandusky, Ohio 44870-5259 NOTICE OF ANNUAL MEETING OF LIMITED PARTNER UNITHOLDERS TO BE HELD ON JUNE 8, 2016 The annual meeting of the limited partner unitholders of Cedar Fair, L.P. will be held on Wednesday, June 8, 2016 at 9:00 a.m. (Central Time) at the JW Marriott at the Mall of America in Minneapolis, Minnesota. All unitholders are invited to attend the meeting. The meeting is called for the following purposes: When Where Record Date Wednesday, May 13, 2020 at 2:00 p.m. EDT Online via live webcast atwww.virtualshareholdermeeting.com/FUN2020 Unitholders as of close of business March 25, 2020 are entitled to vote   1. To elect three  Proposals and Board Recommendations  Proposal Board Voting Recommendation Page Reference  (for more detail)    1.  Elect Three (3) Class IIII Directors of the general partner to serve for a three-year term expiring in 2019 from those nominees nominated in accordance with our Partnership Agreement.2023    2. FOR To confirm the 8  2.  Confirm appointment of Deloitte  & Touche LLP as our independent registered public accounting firm.firm    3.FOR To hold an advisory vote to approve the 14   3.  Advisory approval of compensation of our named executive officers.officers FOR 15 4. To approve and adopt the 2016 Omnibus Incentive Plan. 5. ToUnitholders will also transact such other business as may properly come before the meeting. Only limited partners who held units as may properly come before the meeting. Due to public health concerns regarding the coronavirus outbreak(COVID-19), this year’s annual meeting will be a “virtual meeting” of the close of business on April 11, 2016, are entitledunitholders. You will not be able to notice of and to vote atattend the annual meeting physically. You will be able to attend the annual meeting, as well as vote and at any adjournments or postponements ofsubmit your questions, during the meeting. CEDAR FAIR MANAGEMENT, INC. Matthew A. Ouimet                              President and Chief Executive Officer Sandusky, Ohio April 27, 2016live webcast by visitingwww.virtualshareholdermeeting.com/FUN2020 and entering the16-digit control number included on your proxy card. Further details regarding the virtual meeting format can be found in theVirtual Meeting Considerations section. 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 the Internet, 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 annual meeting virtually, you may revoke the proxy and electronically vote in person on all matters brought before 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. Should you have any questions, you may contact Cedar Fair’s Investor Relations Department at (419)627-2233. TABLE OF CONTENTSBy Order of the Board of Directors,     CEDAR FAIR MANAGEMENT, INC.      Richard A. Zimmerman   President and Chief Executive Officer One Cedar Point Drive Sandusky, Ohio 44870-5259 April 7, 2020     Page    TABLE OF CONTENTS   20162020 PROXY STATEMENT SUMMARY      1   THE ANNUAL MEETING      75   GeneralVirtual Meeting Considerations      75   Time and Place 7 Matters to be Considered      75   Important Notice Regarding the Availability of Proxy Materials for the Unitholder Meeting To Beto be Held on June 8, 2016May 13, 2020      75   Voting Process      76   Record Date; Voting Rights; Quorum; Vote Required      86   PROPOSAL ONE. ELECTION OF DIRECTORS      108   PROPOSAL TWO. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      14   PROPOSAL THREE. ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION      15   PROPOSAL FOUR. APPROVAL AND ADOPTION OF THE 2016 OMNIBUS INCENTIVE PLAN 16 BOARD MATTERS AND CORPORATE GOVERNANCE      2516   Board of Directors 25 Communication with the Board 25 Board Leadership Structure and 16 Risk Oversight      2516   Board Committees      2616   Compensation Committee Interlocks and Insider ParticipationBoard Independence      2718   Unitholder Engagement and Communication with the Board 18 Corporate Governance Materials 19 Unit Ownership Guidelines      2719   Anti-Hedging Policy 20 EXECUTIVE COMPENSATION      2921   Compensation Discussion and Analysis      2921   Summary Compensation Table For 20152019      4940   Grants of Plan BasedPlan-Based Awards Table For 20152019      5242   Narrative to Summary Compensation and Grants of Plan BasedPlan-Based Awards Tables      5443   Outstanding Equity Awards at FiscalYear-End For 20152019      5947   Option Exercises and Units Vested in 20152019      6350   Pension Benefits For 20152019      6551   Pay Ratio Disclosure 51 Potential Payments Upon Termination or Change in Control      6652   Director Compensation      8060   COMPENSATION COMMITTEE REPORT      8263   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      8364   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS      8566   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 86 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS      8767   INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SERVICES AND FEES      8868   Audit Fees 88 Audit-Related Fees 88 Tax Fees 88 All Other Fees 88 EXPENSES OF SOLICITATION OF PROXIES      8968   UNITHOLDER PROPOSALS AND NOMINATIONS FOR THE 20172021 ANNUAL MEETING      8969   HOUSEHOLDING OF ANNUAL MEETING MATERIALS      9069   FORWARD LOOKING STATEMENTS      90 APPENDIX A - CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN A-169   2016 Proxy Statement Summary2020 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 2020 Annual Meeting Information   Date and Time:When   Wednesday, June 8, 2016 at 9:00 A.M. Central TimeWhere Record Date Place:Wednesday, May 13, 2020 at 2:00 p.m. EDT   JW MarriottOnline via live webcast at the Mallwww.virtualshareholdermeeting.com/FUN2020 Unitholders as of America, 2141 Lindau Lane, Minneapolis, MNclose of business March 25, 2020 are entitled to vote Record Date: April 11, 2016 Voting:   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.   We encourage you to vote promptly, even if you plan to attend the Annual Meeting.virtual 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.   More information on the voting process and requirements is available on pages 7-9.6-7. Admission:   Attendees must present a personal form of identification and, if you hold units through a brokerage account, bank or other nominee,To be admitted to the live webcast, you must present a recent statement or other proof of ownership toenter the16-digit control number included on your proxy card. Further details regarding the virtual meeting format can be admitted.found in theVirtual Meeting Considerations section. Proposals and Board Recommendations  Proposals and Board Recommendations  Proposal Board Voting Recommendation Page Reference  (for more detail)    1.  Elect Three (3) Class III Directors for a three-year term expiring in 2023 FOR 8  2.  Confirm appointment of Deloitte  & Touche LLP as our independent registered public accounting firm FOR 14   3.  Advisory approval of compensation of our named executive officers FOR 15        Proposal   Board Recommendation      Page References (for more information)     1.   Elect Three (3) Class I Directors   FOR      10-13 2.   Confirm appointment of Deloitte & Touche LLP as our independent registered public accounting firm   FOR      14 3.   Advisory approval of compensation of our named executive officers   FOR      15 4.   Approve and adopt the 2016 Omnibus Incentive Plan   FOR      16-24 CEDAR FAIR, L.P. | 2020 Proxy Statement / 1 20152019 Financial and Operating Highlights Last year was another outstanding year at Cedar Fair. We achieved our sixth consecutive year of record net revenues, up 7% from 2014 to $1.24 billion in 2015. We had solid increases across the board in attendance (up 5%), guest spending (up 1.4%) and out-of-park revenues (up 8%), and we increased our annual cash distribution 10% to $3.30 per limited partner unit for 2016. We also advanced a number of strategic long-term growth initiatives, including the full roll-out of an All-Season Dining program for our season passholders, completed our two-year renovation of the historic Hotel Breakers at Cedar Point, introduced of a world-record-breaking roller coaster at Carowinds (voted the “Best New Ride” for 2015 by Amusement Today), tested a new mobile application and free wifi at one of our parks, continued to expand our Amusement Dark portfolio and our special event programming, and invested in a new amateur youth sports facility in Sandusky, Ohio. Board Overview and Governance Highlights   Net revenues $1.47 billion Board Size and Structure:Up 9% from 2018  We currently have nine Directors Attendance(1) 27.9 million Up 8% from 2018 In-Park Per Capita Spending(1) $48.32 Up 1% from 2018 Adjusted EBITDA(1) $505 million Up 8% from 2018 Cash Distributions(2) $3.71 Up 3% from 2018 (1) See Item 6, “Selected Financial Data,” on the Board of our general partner. The Directors are divided into three classes, and the terms of threepages15-16 of the Directors expire at this annual meeting.Company’s Form10-K for fiscal 2019 for additional information regarding attendance,in-park per capita spending and Adjusted EBITDA, including how we define these measure and a reconciliation of Adjusted EBITDA from net income. (2) Represents distributions paid per limited partner unit in 2019. On July 1, 2019, we completed the acquisition of two iconic water parks and one resort in Texas, Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston. The acquisition advances our strategy to increase our presence in growing and attractive markets, further diversifying our portfolio of parks and leveraging our management expertise. The 2019 financial results include results from the operations of the Schlitterbahn parks from the acquisition date, including $42.5 million of net revenues and 705,000 guest visits. We also introduced major attractions in 2019, including two thrill-packed roller coasters in unique themed areas at Canada’s Wonderland and Carowinds, a new, immersive experience attraction at Cedar Point, our flagship park, and a 145,000 sq. ft. indoor sports and competition facility also at Cedar Point. In addition, we introduced new immersive events, including extending the operating season at Canada’s Wonderland for a new WinterFest holiday event, bringing the total to seven of our amusement parks with winter holiday events. We also introduced Grand Carnivale, aone-of-a-kind immersive evening spectacular featuring a high-spirited parade and night street party, at four of our parks, and Monster Jam® Thunder Alley™, a new interactivein-park experience in partnership with Feld Entertainment, at three of our parks. Lastly, we added to our resort offerings in 2019. We introduced the first Carowinds hotel, a franchise of SpringHill Suites by Marriott, strengthening our appeal for amulti-day guest experience. We also completed the acquisition of Sawmill Creek Resort near Cedar Point in July 2019, growing our portfolio of resort properties at our flagship park. Board Overview and Governance Highlights BOARD STRUCTURE INDEPENDENCE COMMITTEE COMPOSITION Board Independence: 9 Directors 3 - Class I    3 - Class II    3 - Class III All of our directors are independent other than our CEO.current and former President & Chief Executive Officer Board Leadership:  We have had separate CEO and Board Chairman roles since 2011. Committee Composition:Board committees are composed entirely of independent directors.directors TENURE AND AGE DIVERSITY UNIT OWNERSHIP Unit Ownership Guidelines: Average Tenure: 6.6 years Average Age: 58.4 years old 4 out of 9 directors are diverse We have unit ownership guidelines for our CEO, his direct reports and our Directors, and all of themDirectors. All are in compliance with those guidelines.or have time to comply. DIRECTOR KEY SKILLS & COMPETENCIES Average Director Tenure and Age:  Our Directors have served on our Board for an average of 4.5 years and are an average age of 55.7 years old. Gender Diversity:  Three of our nine directors are women.-  Leadership Key Skills and Competencies:  Our Directors bring a balanced variety of skills and experiences to our Board, including: * Leadership * Sales and marketing experience * -  CEO/executive management experience * Technology background *   * -  Finance/accounting background and expertise   -  Other public and private company board experience -  Strategic, operational, legal, compliance, governance and risk oversight experience   * -  Sales and marketing experience -  Technology background -  Investment banking, financial services and private equity experience -  Industry experience - e.g., in the travel, leisure, hospitality, hotel, entertainment, retail and other consumer-facing industries 2 / 2020 Proxy Statement | CEDAR FAIR, L.P.    * Other public company board experience * Investment banking, financial services and private equity experience See “Proposal One. Election of Directors” starting on page 10 and “Board Matters and Corporate Governance” starting on page 25 for more information. Information on our Directors’ compensation and unit ownership and on related person transactions is provided on pages 80-85. Director Nominees At this annual meeting, theThe Board is asking you to vote for each of the nominees listed below to serve as Directors of the general partner for three-year terms expiring at the annual meeting in 20192023 and until their respective successors are duly elected and qualified. The Board believes that the attributes, skills and qualifications that Ms. France and Messrs. Affeldt, ScottOuimet and OlivetZimmerman have developed through their extensive leadership experience across hotel,finance, hospitality, leisure, real estateentertainment and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. The table below provides only select information about each nominee. Please see the section captioned “ProposalProposal One. Election of Directors”Directors starting on page 108 for detailed information about the background and qualifications of each Director nominee.   Name     Age     Director Since     Occupation Highlights     Independent     Committee Membership     Other Public Company Boards             A   C   NCG           Eric L. Affeldt     58     2010   President & CEO, ClubCorp Inc.     * BC     *     *     *     1 John M. Scott, III   50   2010   Leisure and Hospitality Executive with 25+ years experience   *       CC   0 D. Scott Olivet   53   2013   CEO, Renegade Brands and Operating Partner, Altamont Capital Partners     *     *         1 A = Audit Committee         C = Compensation Committee     BC = Independent Board Chair     NCG = Nominating and Corporate Governance Committee   CC = Committee Chair           Committee Membership   Other Public  Company  Boards    Name     Age     Director Since     Occupation Highlights     I     A     C     NCG    Gina D. France   61   2011     Finance and investment banking executive with 35+ years experience     ü   CC     ü   2  Matthew A. Ouimet   62   2011   Leisure and entertainment executive with 30+ years of industry experience             —  Richard A. Zimmerman   59   2019   Leisure and entertainment executive with 30+ years of industry experience             — A = Audit Committee I = Independent Director C = Compensation Committee CC = Committee Chair NCG = Nominating and Corporate Governance Committee Continuing Directors The table below provides select information about each of our Directors whose terms will continue following the annual meeting and who are not up forre-election this year. Please see the detailed information about the background and qualifications of each of these continuing Directors on pages 11-13.10-13.   Name      Age      Director Since      Occupation Highlights      Independent      Committee Membership      Other Public Company Boards            A    C    NCG      Class III Directors serving until 2017:     Gina D. France    57    2011    President and CEO, France Strategic Partners LLC    *    CC       *    2     Matt Ouimet    58    2011    President and CEO, Cedar Fair Management, Inc.          0     Tom Klein    53    2012    CEO and President, Sabre Corporation    *       CC       1 Class II Directors serving until 2018:     Daniel J. Hanrahan    58    2012    President and CEO, Regis Corporation    *    *    *       1 Lauri M. Shanahan    53    2012    Consumer Goods and Retail Executive with 20+ years experience    *          *    1 Debra Smithart-Oglesby    61    2012    President, O&S Partners    *    *    *       1 A = Audit Committee    C = Compensation Committee    BC = Independent Board Chair     NCG = Nominating and Corporate Governance Committee    CC = Committee Chair                 Committee Membership   Other Public  Company  Boards    Name     Age     Director Since     Occupation Highlights     I     A     C     NCG    Class II Directors serving until 2021:            Daniel J. Hanrahan   62   2012   Consumer goods, retail, travel and hospitality executive with 30+ years experience   ü CH         1  Lauri M. Shanahan   57   2012   Consumer goods and retail executive with 25+ years experience   ü     CC   ü   2  Debra Smithart-Oglesby   65   2012   Food and retail executive with 30+ years experience   ü   ü   ü   CC   —  Class I Directors serving until 2022:            D. Scott Olivet   57   2013   Consumer goods executive with 35+ years experience   ü   ü       —  Carlos A. Ruisanchez   49   2019   Finance, entertainment and hospitality executive with 25+ years experience   ü   ü       —  John M. Scott, III   54   2010   Leisure and hospitality executive with 25+ years experience   ü     ü   ü   — A = Audit Committee I = Independent Director C = Compensation Committee CH = Chairman of the Board NCG = Nominating and Corporate Governance Committee CC = Committee Chair CEDAR FAIR, L.P. | 2020 Proxy Statement / 3 Executive Compensation HighlightsAdvisory Vote PayThe Board is asking for Performance: A majorityyour advisory approval of the compensation of our named executive officers. We provide this opportunity annually, and we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers at our 2021 annual meeting. Please seeProposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 15 and the detailed information regarding our named executive officer compensation is contingent on corporate performance. In 2015: We produced another outstanding operating year,in theCompensation Discussion and our executives earned their maximum cash incentive opportunities (see “2015 FinancialAnalysis section and Operating Highlights” above); and We significantly exceeded our three-year performance targets, which resulted in our executives earning maximum payouts under their long-term incentive awards. 2015 Compensation Updates:  We did not make significant changes to ourthe executive compensation programtables and related narratives included in 2015. Compensation Philosophy and Objectives:  We seek to do the following:this proxy statement on pages 21-59.   PAY FOR PERFORMANCE: OUR COMPENSATION OBJECTIVES -   Incentivize our key employees to drive superior results -   Give key employees a proprietary and vestedinterest in our growth and performance -   Alignexecutive compensation withunitholders’ interestsinterest by:                 - Emphasizing performance-based compensation                 - Directly tying compensation to Company performance                 - Increasing insider equity ownership -   Attract and retainexceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend -   Reward both successful individual performance and consolidated operating results of the Company (with key performance metrics based on Adjusted EBITDA) Compensation ElementsA majority of our named executive officer compensation is contingent on corporate performance. In 2019: We set robust long-term and Mix:annual targets that resulted in payouts of the Company’s long-term performance-based awards and the Company performance-based portion of our cash incentive awards to each of the named executive officers at 79.3% and 118.4% of their respective targets as a result of the Company achieving Adjusted EBITDA below targeted performance for the three-year performance period ending in 2019, but achieving Adjusted EBITDA above targeted performance for the 2019 performance period. • We refined the payout scale and leverage curves of the Company performance-based portion of our cash incentive awards and the long-term performance-based awards. The modification provides less downside protection if performance is below target and greater payout incentives for performance significantly above target. We also made refinements to the individual payout scale and evaluation system for our cash incentive awards to enhance how we assess performance of individual goals (seeCompensation Discussion and Analysis - Summary - Executive Compensation Decisions). COMPENSATION ELEMENTS AND MIX Our program focuses on total direct compensation opportunities - i.e., the combination of base salary, annual cash incentive awards and long-term incentive compensation. See the “ElementsElements of 2015 Compensation” 2019 Executive Compensationsection of our “CompensationCompensation Discussion and Analysis”Analysis for a detailed discussion of these and the other elements of our compensation program. We seek to balance our executives’ compensation among the different elements and look to the relationship of cash and equity incentives to each executive’s salary in setting pay. The mix and relative levels of the compensation elements is position dependent, may vary year to year,year-to-year, and is illustrated in the “Compensation Mix”Compensation Mix sections. Other Key Features:   OTHER KEY FEATURES - Independent compensation consultant engaged by Compensation Committee    - Incentive compensation clawback provisions for CEO and his direct reports - -  Alignment with unitholder interests    - No taxgross-ups or significant perquisites - -  Anti-hedging policy for executive officers and  directors    - Annual compensation risk assessment -  Anti-pledging policy for executive officers and directors, including the prohibition of holding units in margin accounts -  Mandatory unit ownership guidelines for CEO and his direct reports 4 / 2020 Proxy Statement | CEDAR FAIR, L.P. Compensation-Related Proposals for Your Vote Advisory Vote on Our Named Executive Officer Compensation The Board is asking for your advisory approval of the compensation of our named executive officers. We provide this opportunity annually, and the next unitholder advisory vote on the compensation of our named executive officers will occur at our 2017 annual meeting. As noted above, we 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 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, as further explained in this proxy statement. Please see “Proposal Three. Advisory Vote on Our Named Executive Officer Compensation” on page 15 and the detailed information regarding our named executive officer compensation in the “Compensation Discussion and Analysis” section and the executive compensation tables and related narratives included in this proxy statement on pages 29-79. Approval and Adoption of the 2016 Omnibus Incentive Plan The Board is asking you to approve and adopt the Cedar Fair, L.P. 2016 Omnibus Incentive Plan, which will supersede and replace our 2008 Omnibus Incentive Plan. The 2016 Omnibus Incentive Plan will allow us to grant unit options, unit appreciation rights, restricted units, performance awards, other unit awards, cash incentive awards and unrestricted unit awards to key employees, officers and Directors (including non-employee Directors) of the Partnership and any of our affiliates (including our general partner). 2,820,416 units of limited partnership interest will be available for awards under the 2016 Omnibus Incentive Plan (which includes the 320,416 units remaining available for grant under the 2008 Omnibus Incentive Plan), subject to adjustment under the plan. Please review the detailed information regarding the 2016 Omnibus Incentive Plan under “Proposal Four. Approval and Adoption of the 2016 Omnibus Incentive Plan” commencing on page 16. Our 2008 Omnibus Incentive Plan has been a key component of how we deliver compensation to our executives. Adoption of the 2016 Omnibus Incentive Plan will allow us to continue to provide a mix of compensation to drive and reward our management team and will provide our Board and Compensation Committee with flexibility and discretion to evolve our compensation philosophy, awards and program from year to year as the market, our business or the industry requires. The 2016 Omnibus Incentive Plan will enable us to compensate our key employees, officers and Directors in ways that give them an interest in our growth and performance and that align their interests with those of our unitholders, while providing us with what we believe to be cost-effective means of compensation. In determining the number of units to request for approval under the 2016 Omnibus Incentive Plan, the Board, Compensation 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. Please see page 17 for additional information on burn rate and anticipated dilution to our unitholders. 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 27, 2016.7, 2020. Time and PlaceVirtual Meeting Considerations TheDue to public health concerns regarding the coronavirus outbreak (COVID-19), the annual meeting will take place virtually via live webcast atwww.virtualshareholdermeeting.com/FUN2020 on Wednesday, May 13, 2020 at 2:00 p.m. (EDT). You will not be heldable to attend the annual meeting physically. We intend to resume holding our annual meeting at a physical location for our 2021 annual meeting. Attending the Annual Meeting To listen and participate, visitwww.virtualshareholdermeeting.com/FUN2020 and enter the16-digit control number included on your proxy card. The live webcast will start at 2:00 p.m. (EDT). You can vote and submit questions while attending the meeting online. You may log in 15 minutes before the start of the annual meeting to test your Internet connectivity. Submitting Questions You may log in 15 minutes before the start of the annual meeting to submit questions online. You will be able to submit questions during the annual meeting as well. Once you have logged into the webcast atwww.virtualshareholdermeeting.com/FUN2020, simply type your question in the “ask a question” box and click “submit”. Voting at the JW MarriottAnnual Meeting You will be able to vote during the annual meeting by providing your16-digit control number when you log into the webcast atwww.virtualshareholdermeeting.com/FUN2020. Technical Difficulties If you encounter any difficulties accessing the Mall of America 2141 Lindau Lane, Minneapolis, MNvirtual meeting during thecheck-in or meeting time, please call the technical support line number that will be posted on Wednesday, June 8, 2016, at 9:00 a.m. (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.the Virtual Shareholder Meeting login page. Matters to be Considered At the annual meeting,  Proposals  1. Elect three (3) Class III Directors of the general partner to serve for a three-year term expiring in 2023 from those nominees nominated in accordance with our Partnership Agreement  2. Confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm  3. Approve, on an advisory basis, the compensation of our named executive officers The limited partners will also be asked to: elect three (3) Class I Directors of the general partner to serve for a three-year term expiring in 2019 from those nominees nominated in accordance with our Partnership Agreement; confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm; hold an advisory vote to approve the compensation of our named executive officers; approve and adopt the 2016 Omnibus Incentive Plan; and vote on any other matters that may be properly raised at the annual meeting. 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 8, 2016May 13, 2020 The proxy statement and our annual report on Form10-K are available free of charge at http://ir.cedarfair.com/financial-reports/Proxy-Information.ir.cedarfair.com. CEDAR FAIR, L.P. | 2020 Proxy Statement / 5 Voting Process You may vote in personelectronically 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 IIII Directors of the Board’s nominees, Ms. France, Mr. Affeldt, Mr. Scott,Ouimet and Mr. Olivet, andZimmerman, in favor of each of Proposals 2 3 and 43, 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 or on the proposal to approve and adopt the 2016 Omnibus Incentive Plan.compensation. 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,”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 attendingby participating in the virtual annual meeting and voting in person.voting. Attendance at the virtual annual meeting will not cause your previously granted proxy to be revoked unless you vote at the meeting. 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.,Sodali, 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.comEmail: FUN.info@morrowsodali.com webWeb address: www.morrowco.comwww.morrowsodali.com Record Date; Voting Rights; Quorum; Vote Required CFMI has fixed the close of business on April 11, 2016March 25, 2020 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 aA majority of the units entitled to vote at the annual meeting present, either virtually or represented by proxy, 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 personeither virtually or by proxy, will be elected. The affirmative vote of a majority of the units represented at the annual meeting, in personeither virtually or by proxy, is required to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 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. 2020. 6 / 2020 Proxy Statement | CEDAR FAIR, L.P. 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. Themeeting, either virtually or by proxy. Thissay-on-pay vote on Proposal 3 is advisory, and therefore not binding on the Company, the Compensation Committee or the 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. Brokernon-votes will be counted for purposes of establishing a quorum but will not be counted as votes cast. As of April 11, 2016,March 25, 2020, there were approximately 56,068,50656,703,355 units outstanding and entitled to vote at the annual meeting, held by approximately 6,0005,000 holders of record. As of April 11, 2016,March 25, 2020, the Directors and executive officers of the general partner and their affiliates beneficially owned 1,096,7401,303,096 units (which includes 363,775370,362 vested options and deferred equity compensation), or approximately 1.9%2.3% of the total units outstanding on that date. See “SecuritySecurity Ownership of Certain Beneficial Owners and Management.” Management. CEDAR FAIR, L.P. | 2020 Proxy Statement / 7 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 IIII expire at this annual meeting. Our current Class IIII Directors are Eric L. Affeldt, John M. Scott, IIIGina D. France, Matthew A. Ouimet, and D. Scott Olivet.Richard A. Zimmerman. At this meeting, Eric L. Affeldt, John M. Scott, III,Gina D. France, Matthew A. Ouimet and D. Scott OlivetRichard A. Zimmerman are nominated by the Board for election as Class IIII Directors to serve for three-year terms expiring at the annual meeting in 20192023 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. Affeldt, Mr. Scott,Ms. France and Mr. Olivet,Messrs. Ouimet and Zimmerman 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. Affeldt, Mr. Scott,Ms. France and Mr. OlivetMessrs. Ouimet and Zimmerman have developed through their extensive leadership experience across hotel,finance, hospitality, leisure, real estateentertainment and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Mr. Affeldt, Mr. Scott, and Mr. OlivetMs. France will qualify as an “independent” directorsdirector 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 personeither virtually 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. BOARD RECOMMENDATION: FOR EACH of the nominees recommended by the Board for election as Class III Directors. 8 / 2020 Proxy Statement | CEDAR FAIR, L.P. The Board of Directors unanimously recommends a vote FOR these nominees. Nominees recommended by the Board for election as Class IIII Directors serving until 2016: Eric L. Affeldt,age 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-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.until 2023: John M. Scott, III,age 50, 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 ownership and management of luxury hotel, restaurant, tourist train and cruise businesses, from November 2012 through September 2015. Prior to joining Belmond Ltd., he served aspresident 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 experiences as president and CEO of a nationally recognized company that conducts business in the hotel industry. D. Scott Olivet, age 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 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 NIKESubsidiaries 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 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, and a director of the Pacific Council on International Policy since July 2010. He also serves as chairman of the board for Dakine and Mervin Manufacturing since November 2013, for 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 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 57, is president and CEO of France Strategic Partners LLC, a private strategy 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 (NASDAQ: FMER), a $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. Gina D. France    Director since:2011  Age:61  Committees:           Audit           Nominating &           Governance Gina D. France has more than 35 years of strategy, investment banking and corporate finance experience. Currently, 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 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 CEO of France Strategic Partners LLC, a strategy and transaction advisory firm serving corporate clients across the country. Before founding France Strategic Partners in 2003, Ms. France was a Managing Director with Ernst & Young LLP where she led a national client-facing strategy group. She has served as a strategic advisor to over 250 companies throughout the course of her career. Previously, Ms. France was an investment banker with Lehman Brothers in New York and San Francisco. Prior to Lehman Brothers, she served as the International Cash Manager of Marathon Oil Company. Ms. France also serves on the Corporate Boards of Huntington Bancshares Incorporated (NASDAQ: HBAN), a $109 billion asset regional bank holding company operating in 7 states; CBIZ, Inc. (NYSE: CBZ), an accounting services and employee benefits provider with over 100 offices nationwide; and the Bank of New York Mellon Family of Funds, an investment advisor. She has also served on the boards of FirstMerit Corporation prior to its acquisition by Huntington Bancshares and Dawn Food Products, one of the world’s largest manufacturers and distributors of bakery products. Ms. France, who has served as a Director since 2011, is the Chair of the Audit Committee and is a member of the Nominating and Corporate Governance Committee. Ms. France brings to the Board of Directors her leadership experiences in the investment banking, accounting and financial services fields, her expertise in financial reporting and risk oversight, and her experiences as a board member of several nationally recognized companies. Matthew A. Ouimet    Director since:2011  Age:62 Matthew A. Ouimet has been a member of the Board of Directors since August 2011. He served as Executive Chairman of the Board of Directors from January 2018 through December 2019. Mr. Ouimet served as chief executive officer from January 2012 through December 2017 and was president of the Partnership’s General Partner from June 2011 through October 2016. Before joining Cedar Fair, Mr. Ouimet was president and chief operating officer for Corinthian Colleges, a publicly traded company that owns and managesfor-profit colleges throughout the United States and Canada, from July 2009 through October 2010 and was executive vice president-operations for Corinthian Colleges from January 2009 through June 2009. Prior to joining Corinthian Colleges, he served as president, Hotel Group for Starwood Hotels and Resorts Worldwide from August 2006 through 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 from his experience as Cedar Fair’s prior chief executive officer provide guidance, operational knowledge and management perspective to the Board. Tom Klein,age 53, has served as chief executive officer and president and a director of Sabre Corporation (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 sinceJanuary 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 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. CEDAR FAIR, L.P. | 2020 Proxy Statement / 9 Richard A. Zimmerman    Director since:2019  Age:59 Richard A. Zimmerman has been president and chief executive officer of Cedar Fair since January 2018 and a member of the Board of Directors since April 2019. Prior to becoming CEO, Mr. Zimmerman served as president and chief operating officer from October 2016 to December 2017 and served as chief operating officer from October 2011 to October 2016. Prior to that, he was appointed as executive vice president in November 2010 and as regional vice president in June 2007. He has been with Cedar Fair since 2006, when it acquired Kings Dominion. Mr. Zimmerman was vice president and general manager of Kings Dominion from 1998 through 2006. Mr. Zimmerman’s leadership and management skills and his insights from his experience as Cedar Fair’s president and chief executive officer provide guidance, operational knowledge and management perspective to the Board. Class II Directors serving until 2018:2021: 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 Daniel J. Hanrahan Chairman of the Board     Director since:2012  Age:62 Daniel J. Hanrahan brings more than 30 years of experience, including from a variety of sales and marketing, general manager, president and chief executive officer roles across the consumer packaged goods, retail, travel and hospitality sectors. In January 2020, he was appointed Chairman of the Board of Directors. He served as the president and chief executive officer and director of the Regis Corporation (NYSE: RGS), a global leader in beauty salons and cosmetology, from August 2012 through April 2017. 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. In 2017, Mr. Hanrahan was appointed as a director and member of the audit committee at Lindblad Expeditions Holdings, Inc. (NASDAQ: LIND), a global provider of expedition cruises and adventure travel experiences. He joined the board of Foss Swim Schools, a Prairie Capital company, in April 2019. Mr. Hanrahan has served as a Director since June 2012 and previously served as Chairman of the Compensation Committee. 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. 10 / 2020 Proxy Statement | CEDAR FAIR, L.P. Lauri M. Shanahan    Director since:2012  Age:57  Committees:          Compensation          Nominating &          Governance Lauri M. Shanahan has over 25 years of executive and board leadership experience across a number of global, omni-channel and multi-brand consumer businesses, 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 and chief legal officer during her16-year career with the company. She currently serves on the board of directors of Deckers Brands (NYSE: DECK), a global footwear, accessories and apparel lifestyle company with a portfolio of premium brands, and Treasury Wine Estates (ASX: TWE), a vertically integrated, global wine company based in Melbourne, Australia with 70+ brands. She chairs the governance committee of Deckers Outdoor. She is a member of the human resources committee of Treasury Wine Estates. In addition, Ms. Shanahan serves as president of the California State Personnel Board, which oversees all policies relating to the implementation and enforcement of the merit-based system for all current and prospective state employees. She previously served as chairman of the board and chair of the compensation committee of Charlotte Russe Holding, Inc., a retailer of fashionable, value-priced women’s apparel, footwear and accessories. Ms. Shanahan has served as a Director since June 2012, is the Chair of the Compensation Committee and is a member of the Nominating and Corporate Governance Committee. She previously served as Chair 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 other boards on which she currently serves. Debra Smithart-Oglesby    Director since:2012  Age:65  Committees:          Audit          Compensation          Nominating &          Governance Debra Smithart-Oglesby is a former certified public accountant with more than 30 years of financial and corporate leadership experience in the food service and retail industries. From January 2018 through December 2019, she served as the Lead Independent Director of the Board of Directors. From 2003 through 2018, Ms. Smithart-Oglesby served on 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 served as the chair of Denny’s board from 2006 through 2017 and was the company’s interim chief executive officer from 2010 through 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., astart-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, Compensation and Nominating and Corporate Governance 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. CEDAR FAIR, L.P. | 2020 Proxy Statement / 11 Class I 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.serving until 2022: 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. D. Scott Olivet    Director since:2013  Age:57  Committees:          Audit D. Scott Olivet 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. From 2005 to July 2009, Mr. Olivet served as chief executive officer and director of Oakley, a manufacturer of sports performance equipment, then served as chairman of the board from July 2009 to February 2011. Prior to joining Oakley, he served as vice president of NIKE Subsidiaries 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. Mr. Olivet serves as executive chairman of RED Digital Cinema, an American manufacturer of digital cinematography tools, a position he has held since July 2009. He has served in various capacities with Altamont Capital portfolio companies: chairman of the board for Dakine and Mervin Manufacturing since November 2013, chairman of the board for Brixton Manufacturing since October 2014, a director of Hybrid Apparel since December 2014, and as interim CEO of Fox Head Inc. from December 2014 through March 2015 and director since December 2014. Mr. Olivet also serves as chairman of FutureStitch since July 2018, and executive chairman of Stance and director of Rockport Group, both since October 2018. 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, international business, and 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. Carlos A. Ruisanchez    Director since:2019  Age:49  Committees:          Audit Carlos A. Ruisanchez is a seasoned executive with extensive strategy, finance and senior management experience in the hospitality industry, including casinos, hotels, restaurants and entertainment businesses. He is theco-founder of Sorelle Capital Management, Sorelle Entertainment and Sorelle Hospitality, a series of firms focused on investing in and helping grow companies with entrepreneurs in the hospitality sectors and related real estate ventures. Prior to Sorelle, he served as president and chief financial officer of Pinnacle Entertainment, Inc. (NASDAQ: PNK), a leading regional gaming entertainment company, until its sale in October 2018. Mr. Ruisanchez joined Pinnacle in August 2008 as its executive vice president, strategic planning and development. He became Pinnacle’s chief financial officer in 2011, president and chief financial officer in 2013, and board member in 2016. During his tenure at Pinnacle, Mr. Ruisanchez, in addition to leading all of Pinnacle’s finance and analytic functions, led all merger, acquisition and divestiture activities, new development representing billions of dollars of transactions. Prior to joining Pinnacle, he worked at Bear, Stearns & Co. Inc., an investment banking firm, since 1997 and most recently served as senior managing director responsible for corporate clients in the gaming, lodging and leisure industries, as well as financial sponsor banking relationships. Mr. Ruisanchez has served as a Director since 2019 and is a member of the Audit Committee. Mr. Ruisanchez’s extensive experience as a senior executive in the finance and entertainment industries provides the Board of Directors with expertise in operations, accounting, corporate finance, real estate, corporate governance, regulatory and risk assessment issues. 12 / 2020 Proxy Statement | CEDAR FAIR, L.P. 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. John M. Scott, III    Director since:2010  Age:54  Committees:          Compensation          Nominating &          Governance John M. Scott, III is a leisure and hospitality executive with more than 25 years of broad-based experience across global, multi-channel, multi-brand enterprises. He is currently acting as a senior advisor to TPG Real Estate Group, the real estate sector of TPG Global, a leading global alternative asset firm. He also serves asnon-executive chairman of one of TPG Real Estate Group’s portfolio companies, A&O Hostels based in Germany. 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 ownership and management of luxury hotel, restaurant, tourist train and cruise businesses, from November 2012 through September 2015. Prior to joining Belmond Ltd., he served as president 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 has served as a Director since 2010. He is a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Scott is qualified to serve on the Board of Directors primarily as a result of his past experiences as president and CEO of a nationally recognized company that conducts business in the hotel industry. CEDAR FAIR, L.P. | 2020 Proxy Statement / 13 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 20162020 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2015.2019. A representative of Deloitte will be made 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 withoutre-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 present, either virtually or 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 2016. BOARD RECOMMENDATION: FOR Proposal Two to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020. 14 / 2020 Proxy Statement | CEDAR FAIR, L.P. 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 Exchange Act of 1934, as amended. As recommended by our unitholders and approved by the Board, we provide this opportunity annually, and we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers will occur at our 20172021 annual meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in the “CompensationCompensation Discussion and Analysis”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 our compensation program is appropriately structured to best support thatour continued growth and success.success and to incentivize our high-performing executive team. The compensation of our named executive officers for 20152019 reflected several years of recordsolid operating results, including the results we achieved in 20142017, 2018 and 2015,2019, and the strong performance of our executive team.executives. Performance highlights for 20152019 are provided in detail on pages 29-31 in theCompensation Discussion and Analysis section. We did not make significant modificationschanges to our executive compensation program in 2015.for 2019. We refined the payout scale and leverage curves of the Company performance-based portion of our cash incentive awards and the long-term performance-based awards. The modification provides less downside protection if performance is below target and greater payout incentives for performance significantly above target. We also made refinements to the individual payout scale and evaluation system for our cash incentive awards to enhance how we assess performance of individual goals. Our executive compensation decisions for 20152019 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 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 demonstrate2019 demonstrates our commitment to these goals, as further explained in this proxy statement. We ask that you support the compensation of our named executive officers. Although this vote is advisory andnon-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. BOARD RECOMMENDATION: FOR Proposal Three to approve, on an advisory basis, the compensation of our named executive officers. CEDAR FAIR, L.P. | 2020 Proxy Statement / 15 BOARD MATTERS AND CORPORATE GOVERNANCE Board Leadership Structure The Board is committed to strong leadership and effective corporate governance, including appropriate oversight of management. We review and evaluate our Board leadership structure periodically and decided to modify it as part of our recent executive leadership transition process. Accordingly, following a robust review process led by the independent members of the Board, Mr. Hanrahan was appointed independent Chairman of the Board effective January 2020. Mr. Ouimet served as Executive Chairman and Ms. Smithart-Oglesby served as Lead Independent Director from January 2018 through the end of 2019, roles to which they were appointed to in connection with Mr. Zimmerman’s promotion to President and Chief Executive Officer. These transitions follow our successful and extended succession plan that was developed and implemented by the Board over the past several years. We believe this structure is optimal for our current circumstances and that it provides continuity of leadership and oversight of management by the Board. The Board continues to review and evaluate this structure and the appointment of the Chairman on a periodic basis. As our Chairman of the Board, Mr. Hanrahan’s duties include: Presiding at all Board meetings, including executive sessions; Convening meetings of the independent directors as deemed appropriate; Assisting with information flow and approval of board schedules and agendas; Leading the Board process for and working with the Compensation Committee to evaluate the performance and determine the compensation of the chief executive officer; Retaining counsel or other advisers on behalf of the independent directors; and Performing such other functions and responsibilities requested by the Board from time to time. Risk Oversight 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 Board of Directors unanimously recommends a vote FOR Proposal Threeis kept abreast of each of the Committees’ risk oversight and other activities via regular reports of the Committee Chairs to approve,the full Board. SeeBoard Committees below for Committee descriptions and risk oversight activities. The Board formally met eleven times in 2019 along with additional interactions between formal meetings. Committees of the Board met from time to time upon call of the Chairman of the Board or individual Committee Chairs. During 2019, 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 an advisory basis, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis” section, the compensation tableswhich they serve 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 copymeeting absent occasional, unavoidable circumstances. All of the 2016 Omnibus Plan is attached to this proxy statement as Appendix A,current board members attended the 2019 annual meeting. Executive sessions of allnon-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and the following summary is qualifiedwere held five times during 2019. These executive sessions are attended by Independent Directors only. The Lead Independent Director presided at each executive session in its entirety by reference to the 2016 Omnibus Plan.2019. Highlights of KeyBoard Committees The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and 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 portionCommittee. Each Committee is composed entirely of any award to a participant shall have a vesting or restriction period earlier than 1 year after the date of grant; provided, however,independent Directors, as 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 anniversaryNYSE listing standards and CFMI’s Corporate Governance Guidelines, and each member of the change in control. •            No RepricingAudit Committee is independent as required under Section 301 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),Sarbanes-Oxley Act of 2002. Each Committee conducts an annual evaluation of its performance, and the 2016 Omnibus Plan prohibits any repricingNominating and Corporate Governance Committee annually conducts an evaluation of unit options or unit appreciation rights by any method, including by exchanges for other awards or by cancellationthe Board, its Committees and re-issuance without unitholder approval. •            No Tax Gross-Ups.  The 2016 Omnibus Plan does not allowthe Chairman of the Board. Furthermore, we periodically rotate committee membership and chairmanship. In 2020, we transitioned the Compensation Committee (the “Committee”)chairmanship from Mr. Hanrahan to provideMs. Shanahan and transitioned the Nominating and Corporate Governance Committee chairmanship from Ms. Shanahan to Ms. Smithart-Oglesby. 16 / 2020 Proxy Statement | CEDAR FAIR, L.P. Audit Committee  Committee Members: Gina D. France (Chair)ü D. Scott Olivet Carlos A. Ruisanchezü Debra Smithart-Oglesbyü  Number of Meetings in  2019:         5 ü Audit Committee Financial Expert - - - - Responsible for appointing and meeting with our independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions. Meets frequently during the year and discusses with management and our 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. Reviews the Partnership’s enterprise risk management process for identification of and response to risks related to cyber-security and data protection, and other risks that may materially impact the business. The Audit Committee Chair provides the Board with regular reports concerning its risk oversight activities. Compensation Committee  Committee Members: Lauri M. Shanahan (Chair) John M. Scott, III Debra Smithart-Oglesby  Number of Meetings in  2019:         4 - - - - - 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. Responsible for recommending the fees paid to the Directors and Board Committee members for services in those capacities. Responsible for compensation decisions for the chief executive officer, together with the Board of Directors, based upon its review of his performance and the performance of the Partnership. Makes recommendations to the Board of Directors with respect tonon-CEO executive management 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. Assesses the Partnership’s compensation programs annually to ensure they do not encourage excessive risk taking by employees which could result in a material adverse impact on the Partnership. Compensation Committee Interlocks and Insider Participation None of our Directors who served on the Compensation Committee during 2019 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. CEDAR FAIR, L.P. | 2020 Proxy Statement / 17 Nominating and Corporate Governance Committee  Committee Members: Debra Smithart-Oglesby (Chair) Gina D. France John M. Scott, III Lauri M. Shanahan  Number of Meetings in  2019:         4 - - - - Responsible for identifying key criteria for service as a director, reviewing board succession, and identifying qualified Director nominees to enhance the Board and to play a leadership role in shaping the governance of CFMI. Conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. Conducts an annual evaluation of the Board, its Committees and the Chairman of the Board. Oversees compliance with CFMI’s Corporate Governance Guidelines, monitors developments in corporate governance, and facilitates board educational opportunities. Director Nominations Process The Nominating and Corporate 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; possess the highest integrity, as well as extensive knowledge, experience and judgment; maintain loyalty to the interests of the Partnership and its unitholders; and devote the extensive time necessary to fulfill a tax gross-up to any participantDirector’s duties. Although CFMI does not have a formal policy on diversity in connection with any award. •            Administered by the Independent Compensation Committee.  The 2016 Omnibus Plan is administered byselection of candidates for the Board, the Committee whichconsiders 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 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. SeeUnitholder Proposals and Nominations for the 2021 Annual Meeting for additional information. Board Independence In addition to the independence criteria contained in the NYSE listing standards, the Board has full poweradopted additional standards to determine Director independence. These standards are located in our Corporate Governance Guidelines. The Board has affirmatively determined that current Board members Gina D. France, Daniel J. Hanrahan, D. Scott Olivet, Carlos A. Ruisanchez, John M. Scott, III, Lauri M. Shanahan and authority to interpret and administer the 2016 Omnibus Plan and any related award agreements. The members of the CommitteeDebra Smithart-Oglesby, meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. Purpose The Board has determined Matthew A. Ouimet and Awards.  The purposeRichard A. Zimmerman are not independent. Mr. Ouimet is a former executive officer of the 2016 Omnibus PlanPartnership, and Mr.  Zimmerman is a current executive officer of the Partnership. Unitholder Engagement and Communication with the Board Members of management and the Board practice and encourage ongoing engagement with our unitholders by meeting in person and over the telephone with our unitholders to attractdiscuss a broad range of topics, including governance and retain outstanding individualsour compensation programs, and incorporating unitholder feedback throughout the year. As part of our unitholder engagement, during 2019, our management team solicited feedback from our top unitholders regarding corporate governance and executive compensation matters. Additionally, during 2019, management engaged with our unitholders through quarterly earnings calls and other channels of communication. 18 / 2020 Proxy Statement | CEDAR FAIR, L.P. The Board also provides a formal process for unitholders and interested parties to servesend communications directly to the Board, including thenon-employee independent Directors as a group or the presiding Director of such group. Shareholders and other interested parties may send mail communication addressed as follows: 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 also have a toll-freehot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of thenon-employee Directors. The telephone number of thehot-line is800-650-0716. The Audit Committee of the Board of Directors is charged with reviewing information received and taking appropriate action as necessary. Corporate Governance Materials Our Corporate Governance Guidelines, Code of Conduct and Ethics, and the charters of the Board committees provide the framework for the governance of the Partnership. The Corporate Governance Guidelines cover, among other things, the composition and functions of the Board, the qualifications and responsibilities of directors, director independence, the selection process for new directors, Board committees, compensation of the Board and the responsibilities of the Chairman of the Board. We have adopted and maintain a Code of Conduct and Ethics that covers all directors, officers Directors and employees of the Partnership certain affiliates and CFMI,its subsidiaries. The Code of Conduct and Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the Partnership’s best interest. We intend to post amendments to or waivers from the Partnership’s Corporate Governance Guidelines and Code of Conduct and Ethics on our Investor Relations website at http://ir.cedarfair.com. No waivers have been made or granted prior to the date of this Proxy Statement. Availability of Corporate Governance Documents Our Corporate Governance Guidelines, Code of Conduct and Ethics, and charters of the committees of the Board are available on our Investor Relations website at http://ir.cedarfair.com. A printed copy of each of these documents is available, without charge, by sending a written request to: Cedar Fair L.P., One Cedar Point Drive, Sandusky, Ohio 44870-5259, Attention: Investor Relations, or by sending an email to investing@cedarfair.com. 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 at least four times his base salary, and his direct reports are required to hold units with a value of at least 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 executive vice president and general counsel, the executive vice president and chief marketing officer, the executive vice president of human resources and the senior vice president, corporate strategy. Executives have five years from becoming an executive officer to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of March 25, 2020, the chief executive officer and his direct reports were all in compliance with the guidelines or are expected to meet the guidelines in the prescribed time frame. 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 (excluding the Chief Executive Officer) to accumulate units equal to at least four times the annual cash retainer within four years of becoming a Director. The Chief Executive Officer is required to maintain ownership consistent with the executive requirements. As of March 25, 2020, all directors were in compliance with the guidelines. CEDAR FAIR, L.P. | 2020 Proxy Statement / 19 Anti-Hedging Policy Certain forms of hedging or monetization transactions, such aszero-cost collars and forward sale contracts, allow a director, officer or employee to lock in much of the value of his or her unit holdings, often in exchange for all or part of the potential for upside appreciation in the unit. These transactions allow the director, officer or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other unitholders. Therefore, directors, officers and employees are prohibited from engaging in any such transaction. 20 / 2020 Proxy Statement | CEDAR FAIR, L.P. 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 design our program around these particular elements of compensation. The following summary highlights our 2019 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 2019: Richard A. Zimmerman, our President and Chief Executive Officer; Brian C. Witherow, our Executive Vice President and Chief Financial Officer; Tim V. Fisher, our Chief Operating Officer; Duffield E. Milkie, our Executive Vice President and General Counsel and Corporate Secretary; and Kelley S. Semmelroth, our Executive Vice President and Chief Marketing Officer. Summary We believe that our compensation design should closely align to our corporate strategy, and that pay should be closely tied to Company and individual performance. To that end, in 2019: We produced record full-year net revenues and growth across our core revenue metrics of attendance,in-park per capita spending, andout-of-park revenues; We pursued long-term value for our unitholders, including through investing in strategic acquisitions, infrastructure, marketable new rides and attractions, continued expansion of our resort facilities, pursuit of strategic partnerships, and the introduction of new, immersive events including our WinterFest event at an additional park; We set robust long-term and annual targets that resulted in payouts of the Company’s long-term performance-based awards and the Company performance-based portion of our cash incentive awards to each of the named executive officers at 79.3% and 118.4% of their respective targets as a result of the Company achieving Adjusted EBITDA below targeted performance for the three-year performance period ending in 2019, but achieving Adjusted EBITDA above targeted performance for the 2019 performance period; and We celebrated 33 consecutive years of paying a distribution to our unitholders, paying $3.71 per limited partner unit in 2019. 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 by directly tying compensation to Company performance and is designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, othernon-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, and it is easy to track. Further, Adjusted EBITDA is widely used by analysts, investors and comparable companies to evaluate operating performance in our industry. CEDAR FAIR, L.P. | 2020 Proxy Statement / 21 Our unitholder-approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results and to 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 and Long-Term Initiatives The graphs below illustrate some of the key indicators of the Company’s financial health and performance over the five-year and three-year fiscal periods ended 2019. The 2019 operating results include $42.5 million of net revenues and 705,000 guest visits from the operations of Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston both of which were acquired on July 1, 2019. In 2019, we achieved our tenth consecutive year of record net revenues, up 9% from 2018 to $1.475 billion. We also achieved Adjusted EBITDA of $505 million, representing a $37 million, or 8% increase from the Adjusted EBITDA achieved in 2018 (Adjusted EBITDA is the key performance objective for our executive compensation program because it tracks core operating performance closely, it crosses park operating units, and it is easy to track; see “Compensation Philosophy and Objectives” section above). YR/YR Net Revenues YR/YR Adjusted EBITDA (1) (1) See Item 6, “Selected Financial Data,” on pages15-16 of the Company’s Form10-K for fiscal 2019 for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income. We produced growth across our core revenue metrics. We increased attendance by 8% from 2018 to 27.9 million visits,in-park per capita spending by 1% to $48.32 andout-of-park revenues by 11% to $169 million. YR/YR Core Revenue Metrics (2) See Item 6, “Selected Financial Data,” on pages15-16 of the Company’s Form10-K for fiscal 2019 for additional information regarding attendance,in-park per capita spending andout-of-park revenues, including how we define these measures. See Note 4 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 2019 and Note 2 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 2018 for a reconciliation. 22 / 2020 Proxy Statement | CEDAR FAIR, L.P. In 2019, we paid cash distributions of $3.71 per limited partner unit, which represented a 3% increase from cash distributions paid per limited partner unit in 2018. Cash Distributions (3) (3) Represents distributions paid per limited partner unit per fiscal year. In addition to the financial and operating graphs above, the graph below shows a comparison of the five-year cumulative total return (assuming all distributions reinvested and calculated as a straight cumulative return) for Cedar Fair, L.P. limited partnership units, the S&P 500 Index, the S&P 400 Index, and the S&P—Movies and Entertainment Index, assuming an initial investment of $100 on December 31, 2014. Our unitholders have seen a cumulative total return over the last five fiscal years ending December 31, 2019 of 55% when taking into account distribution reinvestments. Cumulative Total Return 55%5-year total return In 2019, we also advanced a number of important long-term initiatives that position us to grow well into the future and support our mission to make people happy by providing fun, immersive and memorable experiences. These include the following: We acquired two iconic water parks and one resort in Texas, Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston, representing award-winning properties in new markets (the “Schlitterbahn Acquisition”); We completed important capital investment projects to maximize the market potential of our parks, including two thrill-packed roller coasters in unique themed areas at Canada’s Wonderland and CEDAR FAIR, L.P. | 2020 Proxy Statement / 23 Carowinds, a new, immersive experience attraction named “Forbidden Frontier” at Cedar Point, our flagship park, and a 145,000 sq. ft. indoor sports and competition facility also at Cedar Point; • We introduced a new WinterFest celebration at a sixth park, Canada’s Wonderland, and expanded our festival and event offerings throughout the season at many of our parks, including the introduction of Grand Carinvale and Monster Jam® Thunder Alley™; We introduced the first Carowinds hotel, strengthening our appeal for amulti-day guest experience, and acquired Sawmill Creek Resort near Cedar Point, growing our portfolio of resort properties at our flagship park; and We announced an exciting array of new rides, attractions and events for our 2020 operating season, including a new world-class giga coaster at Kings Island, an extensive waterpark renovation at California’s Great America, renovations at the newly acquired Schlitterbahn water parks and Sawmill Creek Resort, and new attractions to enhance two notable anniversaries at Cedar Point and Knott’s Berry Farm, celebrating 150 and 100 years, respectively. Our Pay Governance Reflects Best Practices WHAT WE DO ü   A majority of named executive officer compensation is contingent on corporate performance, including long-term incentive compensation, to enhance alignment with our unitholders as described inCompensationMix-2019 below. ü   We have mandatory unit ownership guidelines of four times salary for our Chief Executive Officer and two times salary for his direct reports. ü   Incentive compensation is subject to clawback provisions for our Chief Executive Officer and his direct reports. ü   Our Compensation Committee is comprised solely of directors who are independent under the standards of the SEC and the NYSE, including the heightened standards applicable to Compensation Committee members. ü   We periodically rotate the Compensation Committee chair assignment, including a transition in 2020. ü   Our independent Compensation Committee has retained Semler Brossy to advise and report directly to the Committee. ü   We conduct an annual risk assessment of our compensation programs in consultation with Semler Brossy. ü   We offer our unitholders the opportunity to cast an advisory vote on our executive compensation every year. WHAT WE DO NOT DO    We do not provide excise tax “gross ups”.    We do not provide significant perquisites.    We do not allow hedging of our Company’s securities.    We do not allow pledging of our Company’s securities or holding its units in margin accounts. Executive Compensation Decisions Our executive compensation decisions for 2019 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 24 / 2020 Proxy Statement | CEDAR FAIR, L.P. equity ownership. As further explained below, each of our executive compensation decisions for 2019 demonstrates our commitment to these goals. For 2019, at the Compensation Committee’s request, Semler Brossy, our independent executive compensation consulting firm, undertook a broad programmatic review and provided its perspective on our existing program and specific elements, its comparison of our program to our peer group and general market practices, and feedback it obtained from our executive management team and Board members. The Compensation Committee believes the Semler Brossy review confirms the overall alignment of our program with market practices and our other program objectives, and identified certain areas for consideration and potential refinement. The Committee engaged in a further focused review of our goals and payout leverage curves, with additional analysis and input from Semler Brossy around various possible goal-setting frameworks and leverage curve models. As a result, the Committee decided to make some refinements to the payout scales and leverage curves used in our cash and long-term incentive programs to enhance alignment with unitholders by reducing payouts under the program if performance is below target and increasing payout incentives for performance significantly above target. In particular, the threshold level of performance for the cash and long-term incentive programs was increased from 90% and 85% of the Company financial target, respectively, to 93% of the Company financial target. In addition, the maximum opportunity was increased to a payout of 200% of the target award for achieving 107% of the Company financial target. The previous maximum opportunity of 150% payout of the target award for achieving 105% of the Company financial target remains as an additional level between the target and maximum opportunities. We also made some refinements to the individual payout scale and evaluation system that applies to our cash incentive awards in order to enhance how we assess performance of the individual goals. The approved curve adjustments and other refinements are in effect for our executives’ 2019 targeted compensation opportunities and are further discussed below. In addition to the refinements discussed above, in August 2019, the Compensation Committee approved an adjustment to the performance units granted to our executives in October 2018. Specifically, the Compensation Committee increased the cumulative functional currency Adjusted EBITDA target for the 2019-2021 performance period because the original award target was set before we completed the Schlitterbahn Acquisition and in order to account for the anticipated Adjusted EBITDA impact of the Schlitterbahn Acquisition during 2019-2021. The Compensation Committee did not adjust the Adjusted EBITDA targets for the 2019 cash incentives or the outstanding 2017-2019 or 2018-2020 performance units. Instead, for comparability in assessing final performance achieved against the targets for the 2019 cash incentives and the 2017-2019 performance units, the Compensation Committee excluded results from the properties acquired in the Schlitterbahn Acquisition. Similarly, the Compensation Committee currently anticipates excluding results from the properties acquired in the Schlitterbahn Acquisition from the final performance achieved when it assesses performance against the targets for the 2018-2020 performance units. Consideration of Last Year’s Advisory Unitholder Vote on Executive Compensation At the 2019 Annual Meeting of Limited Partner Unitholders, approximately 93% 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 2019 was a clear endorsement of our current performance-based approach and focus on long-term value creation. Therefore, the Compensation Committee has decided generally to continue its approach to executive compensation for 2020 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, along with our unitholder engagement, 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, othernon-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 functional currency Adjusted EBITDA is calculated CEDAR FAIR, L.P. | 2020 Proxy Statement / 25 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 based solely on currency fluctuations. In addition, for our annual cash incentive awards, 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. For our 2019 cash incentive and 2017-2019 performance unit payouts, we excluded results from the properties acquired in the Schlitterbahn Acquisition ($15.7 million of Adjusted EBITDA) when computing final performance achieved as discussed under Executive Compensation Decisions above. While we have historically designed our executive compensation program around the achievement of metrics based on Adjusted EBITDA, the Compensation Committee retains flexibility and periodically considers and may use other metrics. Our 2016 Omnibus Incentive Plan does not limit the performance criteria from which the Committee may choose in structuring awards. 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 design appropriately motivates our executives to achieve peak corporate performance over the near and longer term. The range of targeted compensation varies by position and reflects the unique skills, expertise and individual contributions of each executive. Role of the Compensation Consultant The Compensation Committee engages an independent executive compensation consulting firm to provide information and advice 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. The compensation consultant is retained by and reports directly to the Compensation Committee and regularly attends and participates in Compensation Committee meetings. Semler Brossy has been the Committee’s compensation consultant since 2018 and advised on our 2019 executive compensation program. Semler Brossy also assisted with our most recent biannual peer group review, prepared our most recent biannual executive compensation benchmarking study and assisted with a review and comparison of our director compensation practices to market practices throughout 2019. Semler Brossy did not perform any other material services for the Company or for management other than to periodically provide advice and counsel to the Compensation Committee in accordance with the Compensation Committee’s instructions. The Compensation Committee may in the future rotate or select other compensation consultants to provide information or advice on our compensation programs fromtime-to-time. Compensation Consultant Conflicts Assessment The Compensation Committee assessed the independence of Semler Brossy in February 2019 and February 2020 in accordance with the Securities and Exchange Commission (“SEC”) rules and concluded that Semler Brossy’s work for the Compensation Committee does not present 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 Semler Brossy. In particular, the Committee considered: (i) whether any other services had been or were being provided by Semler Brossy to the Company, (ii) the amount of fees paid by the Company to Semler Brossy as a percent of Semler Brossy’s total 26 / 2020 Proxy Statement | CEDAR FAIR, L.P. revenues, (iii) Semler Brossy’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee, (iv) Semler Brossy’s ownership of Company units, and (v) any business or personal relationships between Semler Brossy and any Committee members or the Company’s executive officers. Following the consideration of these factors, the Committee determined that Semler Brossy is independent. Peer Group and Peer Group Review Compensation information from our peer group and broader industry surveys is one factor and reference point that the Compensation Committee considers in the executive compensation decision-making process. The Compensation Committee reviews the established peer group periodically, and undertook a peer group review in 2019 with the assistance of Semler Brossy. Following that review, we updated our peer group to remove three acquired companies (The Finish Line, Inc., Pinnacle Entertainment, Inc. and Regal Entertainment Group) and companies that did not meet certain qualitative criteria (The Buckle, Inc., DSW, Inc. and Marriott Vacations Worldwide Corporation). We also added five new companies to the group to replace the companies that we removed (Boyd Gaming Corporation, Churchill Downs Incorporated, Cracker Barrel Old Country Store, Inc., Eldorado Resorts, Inc. and Wyndham Hotels & Resorts, Inc.). Our updated peer group, which was approved by the Compensation Committee in 2019, was used for the benchmarking study that Semler Brossy conducted in 2019 in advance of decisions regarding targeted compensation for 2020 and includes the following companies: Boyd Gaming Corporation Eldorado Resorts, Inc. Speedway Motorsports, Inc. * Choice Hotels International, Inc. International Speedway Corporation * Texas Roadhouse, Inc. Churchill Downs Incorporated The Madison Square Garden Company Vail Resorts, Inc. Cinemark Holdings, Inc. The Marcus Corporation Wyndham Hotels & Resorts, Inc. Cracker Barrel Old Country Store, Inc. SeaWorld Entertainment, Inc. Dave & Buster’s Entertainment, Inc. Six Flags Entertainment Corporation * International Speedway Corporation and Speedway Motorsports, Inc. were acquired since our peer group review. These peer group members were selected in a thorough review process, in consultation with Semler Brossy, that focused on the peer group we previously had in place, major business changes with respect to the peer group companies and potential companies to add. In establishing and updating our compensation peer group, we focus on U.S. publicly traded companies in family-oriented leisure, recreation and entertainment, with similar business models and markets to ours, with annual revenues between 1/3 to 2 1/2 times our revenues, and with a market capitalization and/or employee count comparable to ours. We also look at certain qualitative factors including family-oriented, seasonality, entertainment focus, multiple sources of revenues and meaningful capital investment. The goal was for peer group companies to meet the majority of these qualitative criteria in addition to the quantitative criteria. The Compensation Committee believes this peer group meets this goal, achieves the desired level of balance among the peer group companies in terms of revenues and market capitalization and provides a solid indicator of the executive compensation practices for businesses our size and in our industry. Accordingly, the Compensation Committee approved the above listed group of companies as the peer group for use in its ongoing compensation decisions. However, given that we updated the peer group after we set executives’ targeted compensation and award opportunities for 2019, the peer group in effect when we determined 2019 compensation opportunities was the previous group that the Compensation Committee approved in 2017 after a similar review process. Market Analysis The Compensation Committee periodically requests that the compensation consultant 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 the compensation consultant to compile that information at least biannually. While we review this 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 survey data and peer group (where available for certain positions) and to provide total direct compensation opportunities that are between the CEDAR FAIR, L.P. | 2020 Proxy Statement / 27 50th and 75th percentiles of our peer group and aligned with comparable survey data, subject to other individual considerations. Other factors we consider in setting compensation include: recent and projected Company performance, growth and returns to unitholders, the significant industry expertise of the team, recent individual performance, individual performance expectations, general industry practices, general economic conditions, internal equity, retention and recruiting goals and transitioning of compensation in connection with leadership succession. The Committee does not rely on any single factor as a substitute for its own judgment in making compensation decisions, but instead applies its independent discretion and judgment in considering them in their entirety. Following the review and update of the peer group in 2019, the Compensation Committee requested that Semler Brossy prepare an updated benchmarking study to assess the competitiveness of our executive compensation levels. The Semler Brossy review was completed in August 2019, 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 Semler Brossy study looked at proxy data from our peer group companies and at Equilar Top 25 Executive Compensation Survey data. The Compensation Committee believes the Semler Brossy analysis further confirms that our executive compensation program is appropriately designed to achieve our general objectives. This updated peer and survey analysis provided context for and was one of the factors considered in our compensation decisions for 2020. 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 formally 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 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 relative to agreed objectives. The Board reviews compensation matters after the conclusion of the peak season and significant financial results 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. Elements of 2019 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 targeted total direct compensation, the Compensation Committee seeks to establish each compensation element at a level that both is competitive and will attract and motivate top talent, while keeping overall pay levels aligned with unitholders’ interests and the executives’ job responsibilities. 28 / 2020 Proxy Statement | CEDAR FAIR, L.P. The following table sets forth each element of our executive compensation program and the principal objectives of that element: Compensation Element Principal Objective Base Salary Fixed compensation element intended to reward core competencies, experience and required skills in senior leadership positions. Annual Cash Incentive Awards* Cash Incentive Compensation Variable compensation element intended to reward contributions to our short-term business objectives and achievement of individual goals. Long-Term Incentive Compensation** Restricted Unit Awards Performance Unit Awards Variable compensation element intended to reward contributions to our long-term success, the achievement of our mission and key business objectives, and each named executive officer’s commitment to the interests of our unitholders. Retirement Benefits Section 401(k) Plan The named executive officers may participate in the Company’s 401(k) plan, which is available to all our eligible employees. Executive Perquisites and Health, Life and Disability Benefits The named executive officers participate in employee benefit plans available to all our eligible employees, including health, life and disability plans. Perquisites are provided to our named executive officers that we believe are reasonable and are intended to enhance the competitiveness of our compensation packages. Change in Control and Termination Protection in Employment Agreements Provides protection if the executive’s employment terminates for a qualifying event or circumstance or in the event of a change in control. * We may fromtime-to-time award discretionary bonuses to our named executive officers separate from our annual cash incentive program, but did not provide any such additional bonuses in 2019. ** We may make other types of long-term cash or unit-based incentive awards to our executives. Our named executive officers have options outstanding from prior year awards. None of our executives exercised options in 2019. We seek to balance the compensation for each executive 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 varyyear-to-year, including in connection with promotions and leadership transitions. Compensation Mix - 2019 We did not make significant changes to our executive compensation program for 2019, other than to modify the payout scale of the Company performance-based portion of the annual incentive plan and the long-term performance-based awards. We also made some enhancements to the cash incentive awards’ individual payout scale and evaluation system. See “Cash Incentive Awards” and “2019-2021 Performance Unit Awards” within this section below andCompensation Discussion and Analysis - Summary above. Our program continued to focus on 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 provided merit-based salary raises to each of CEDAR FAIR, L.P. | 2020 Proxy Statement / 29 our named executive officers, which flowed through their mix of compensation opportunities for the year. The compensation opportunities for each of our executives reflect a mix similar to their 2018 mix, with an increased short-term incentive award opportunity for Mr. Zimmerman as part of the further transitioning of his CEO compensation. As a result, total compensation increases were biased towards performance-based compensation. The targeted direct compensation percentages for our named executive officers for 2018 and 2019 are indicated below:      Zimmerman    Witherow    Fisher    Milkie    Semmelroth      2018    2019    2018    2019    2018    2019    2018    2019    2018    2019 Salary    20%    20%    26%    26%    25%    25%    30%    30%    31%    31% Target Cash Incentive    23%    25%    26%    26%    25%    25%    30%    30%    31%    31% Restricted Units    23%    22%    19%    19%    20%    20%    16%    16%    15%    15% Performance Units    34%    33%    29%    29%    30%    30%    24%    24%    23%    23% The equity portion of targeted total direct compensation opportunities for 2018 and 2019 were granted in October 2017 and October 2018, respectively (except for Mr. Fisher who was granted his 2018 equity in December 2017 upon his hiring). The graphic below illustrates the 2019 targeted total direct compensation mix for Mr. Zimmerman. This chart does not include the value of Mr. Zimmerman’s 2020 restricted units granted in 2019 and 2020-2022 performance unit awards because we view those as part of Mr. Zimmerman’s targeted total direct compensation opportunity for 2020. See “Targeted 2020 Long-Term Incentive Compensation” below for further information. The graphics that follow illustrate the 2019 targeted total direct compensation mix for our CFO and COO and the 2019 targeted total direct compensation mix for our Executive Vice President and General Counsel and our Executive Vice President and Chief Marketing Officer. These exclude the value of the Partnershipexecutives’ 2020 restricted units granted in 2019 and 2020-2022 performance unit awards, which we view as part of targeted total direct compensation for 2020. 30 / 2020 Proxy Statement | CEDAR FAIR, L.P. Base Salary We pay base salaries to provide a fixed amount of compensation that is not subject to performance-related risk commensurate with the benefitexecutive’s scope of its limited partners. The 2016 Omnibus Plan provides an opportunity for officersresponsibilities, performance, current compensation levels, tenure with the Company and Directors to acquire an interest inother experience. We do not consider the growth and performanceearnings of our units, and provides employees annual andprior 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 awardsor retirement plans when determining base salary compensation. Base salaries may be granted; determine the type(s) of award(s)reviewed and adjusted from time to be granted; prescribe the form of award notices, agreements and other instruments; and determinetime, 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 conditionsmay adjust the base salary for each of each award, consistentthe named executive officers on an annual basis, in connection with promotions or a substantial change in responsibilities or as otherwise deemed appropriate. SeeNarrative to Summary Compensation and Grants of Plan Based Awards Tables - Employment Agreements for additional information on the terms of the 2016 Omnibus Plan. 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 may also establish, alterbelieve is appropriate on an individual basis. In reviewing the named executive officer’s salary, the Compensation Committee generally considers, among other things: peer and repeal rulesmarket data provided by our compensation consultant with respect to comparable positions (rolled forward using certain assumptions between studies); the individual named executive officer’s performance, experience, skills and regulationstime in accordance with applicable lawposition; and appoint appropriate agents the Company’s overall performance, returns to our unitholders and continued expectations for administering the 2016 Omnibus Plan.growth. Eligibility.  Key employees, officers and Directors (including non-employee Directors)In light of such considerations, Mr. Zimmerman’s base salary was further adjusted for 2019 as part of the Partnership,transitioning of his CEO compensation. Messrs. Witherow, Fisher and any of our affiliates (including CFMI), are eligibleMilkie and Ms. Semmelroth each received 2% increases to participaterecognize their effort and to reward their contributions to the Company’s performance, particularly in the 2016 Omnibus Plan.latter half of 2018, including contributing to lowering planned operating expenses. Base salaries were further adjusted for 2020 following a similar review process; see “Elements of 2020 Executive Compensation” for additional information. 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, 9annualized base salaries for our named executive officers for 2018, 2019 and approximately 120 key employees eligible to participate in the 2016 Omnibus Plan.2020 are indicated below: 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. Named Executive Officer    2018 Annual Salary    2019 Annual Salary    2020 Annual Salary Zimmerman    $750,000    $800,000    $850,000 Witherow    $503,979    $514,100    $532,000 Fisher    $550,000    $561,000    $600,000 Milkie    $437,750    $446,600    $460,000 Semmelroth    $367,500    $374,900    $402,000 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: •            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 by directly tying compensation to Company performance and is designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, othernon-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, and it is easy to track. Further, Adjusted EBITDA is widely used by analysts, investors and comparable companies to evaluate operating performance in our industry. CEDAR FAIR, L.P. | 2020 Proxy Statement / 21 Our unitholder-approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results and to 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 and Long-Term Initiatives The graphs below illustrate some of the key indicators of the Company’s financial health and performance over the five-year and three-year fiscal periods ended 2019. The 2019 operating results include $42.5 million of net revenues and 705,000 guest visits from the operations of Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston both of which were acquired on July 1, 2019. In 2019, we achieved our tenth consecutive year of record net revenues, up 9% from 2018 to $1.475 billion. We also achieved Adjusted EBITDA of $505 million, representing a $37 million, or 8% increase from the Adjusted EBITDA achieved in 2018 (Adjusted EBITDA is the key performance objective for our executive compensation program because it tracks core operating performance closely, it crosses park operating units, and it is easy to track; see “Compensation Philosophy and Objectives” section above). YR/YR Net Revenues YR/YR Adjusted EBITDA (1) (1) See Item 6, “Selected Financial Data,” on pages15-16 of the Company’s Form10-K for fiscal 2019 for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income. We produced growth across our core revenue metrics. We increased attendance by 8% from 2018 to 27.9 million visits,in-park per capita spending by 1% to $48.32 andout-of-park revenues by 11% to $169 million. YR/YR Core Revenue Metrics (2) See Item 6, “Selected Financial Data,” on pages15-16 of the Company’s Form10-K for fiscal 2019 for additional information regarding attendance,in-park per capita spending andout-of-park revenues, including how we define these measures. See Note 4 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 2019 and Note 2 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 2018 for a reconciliation. 22 / 2020 Proxy Statement | CEDAR FAIR, L.P. In 2019, we paid cash distributions of $3.71 per limited partner unit, which represented a 3% increase from cash distributions paid per limited partner unit in 2018. Cash Incentive AwardsDistributions (3) (3) Represents distributions paid per limited partner unit per fiscal year. In addition to the financial and operating graphs above, the graph below shows a comparison of the five-year cumulative total return (assuming all distributions reinvested and calculated as a straight cumulative return) for Cedar Fair, L.P. limited partnership units, the S&P 500 Index, the S&P 400 Index, and the S&P—Movies and Entertainment Index, assuming an initial investment of $100 on December 31, 2014. Our unitholders have seen a cumulative total return over the last five fiscal years ending December 31, 2019 of 55% when taking into account distribution reinvestments. Cumulative Total Return 55%5-year total return In 2019, we also advanced a number of important long-term initiatives that position us to grow well into the future and support our mission to make people happy by providing fun, immersive and memorable experiences. These include the following: We acquired two iconic water parks and one resort in Texas, Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston, representing award-winning properties in new markets (the “Schlitterbahn Acquisition”); We completed important capital investment projects to maximize the market potential of our parks, including two thrill-packed roller coasters in unique themed areas at Canada’s Wonderland and CEDAR FAIR, L.P. | 2020 Proxy Statement / 23 Carowinds, a new, immersive experience attraction named “Forbidden Frontier” at Cedar Point, our flagship park, and a 145,000 sq. ft. indoor sports and competition facility also at Cedar Point; • We introduced a new WinterFest celebration at a sixth park, Canada’s Wonderland, and expanded our festival and event offerings throughout the season at many of our parks, including the introduction of Grand Carinvale and Monster Jam® Thunder Alley™; We introduced the first Carowinds hotel, strengthening our appeal for amulti-day guest experience, and acquired Sawmill Creek Resort near Cedar Point, growing our portfolio of resort properties at our flagship park; and We announced an exciting array of new rides, attractions and events for our 2020 operating season, including a new world-class giga coaster at Kings Island, an extensive waterpark renovation at California’s Great America, renovations at the newly acquired Schlitterbahn water parks and Sawmill Creek Resort, and new attractions to enhance two notable anniversaries at Cedar Point and Knott’s Berry Farm, celebrating 150 and 100 years, respectively. Our Pay Governance Reflects Best Practices WHAT WE DO ü   A majority of named executive officer compensation is contingent on corporate performance, including long-term incentive compensation, to enhance alignment with our unitholders as described inCompensationMix-2019 below. ü   We have mandatory unit ownership guidelines of four times salary for our Chief Executive Officer and two times salary for his direct reports. ü   Incentive compensation is subject to clawback provisions for our Chief Executive Officer and his direct reports. ü   Our Compensation Committee is comprised solely of directors who are independent under the standards of the SEC and the NYSE, including the heightened standards applicable to Compensation Committee members. ü   We periodically rotate the Compensation Committee chair assignment, including a transition in 2020. ü   Our independent Compensation Committee has retained Semler Brossy to advise and report directly to the Committee. ü   We conduct an annual risk assessment of our compensation programs in consultation with Semler Brossy. ü   We offer our unitholders the opportunity to cast an advisory vote on our executive compensation every year. WHAT WE DO NOT DO    We do not provide excise tax “gross ups”.    We do not provide significant perquisites.    We do not allow hedging of our Company’s securities.    We do not allow pledging of our Company’s securities or holding its units in margin accounts. Executive Compensation Decisions Our executive compensation decisions for 2019 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 24 / 2020 Proxy Statement | CEDAR FAIR, L.P. equity ownership. As further explained below, each of our executive compensation decisions for 2019 demonstrates our commitment to these goals. For 2019, at the Compensation Committee’s request, Semler Brossy, our independent executive compensation consulting firm, undertook a broad programmatic review and provided its perspective on our existing program and specific elements, its comparison of our program to our peer group and general market practices, and feedback it obtained from our executive management team and Board members. The 2016 Omnibus Plan providesCompensation Committee believes the Semler Brossy review confirms the overall alignment of our program with market practices and our other program objectives, and identified certain areas for consideration and potential refinement. The Committee engaged in a further focused review of our goals and payout leverage curves, with additional analysis and input from Semler Brossy around various possible goal-setting frameworks and leverage curve models. As a result, the Committee decided to make some refinements to the payout scales and leverage curves used in our cash and long-term incentive programs to enhance alignment with unitholders by reducing payouts under the program if performance is below target and increasing payout incentives for performance significantly above target. In particular, the threshold level of performance for the cash and long-term incentive programs was increased from 90% and 85% of the Company financial target, respectively, to 93% of the Company financial target. In addition, the maximum opportunity was increased to a payout of 200% of the target award for achieving 107% of the Company financial target. The previous maximum opportunity of 150% payout of the target award for achieving 105% of the Company financial target remains as an additional level between the target and maximum opportunities. We also made some refinements to the individual payout scale and evaluation system that applies to our cash incentive awards based on a participant’s base salary, a target award percentage, andin order to enhance how we assess 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.individual goals. 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); any outstanding unvested options and UARs will vest and become fully exercisable upon the participant’s termination of employment with us 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 (the “Applicable Period”); all restrictions and limitations applicable to any restricted unit or other unit award will lapse and such restricted unitsapproved curve adjustments and other unit awards will become fully vested and transferable upon the participant’s termination of employment with us without cause or for good reason during the Applicable Period; all performance awards will be considered to be earned and payable in full (at the award target level) without restriction and will be settled or distributed in a lump sum within 30 days following the participant’s termination of employment with us without cause or for good reason during the Applicable Period; cash incentive awards will be deemed to have been earned as if 100% of the target was achieved upon the participant’s termination of employment with us without cause or for good reason during the Applicable Period. All payments made in connection with these awards will be paid or distributed in a lump sum within thirty (30) days following a participant’s termination of employment with us without cause or for good reason during the Applicable Period; and option holders may elect to surrender all or part of the option in lieu of paying the option purchase price and receive cash equal to the spread between the fair market value and option price per unit multiplied by the number of units underlying the option being exercised. Term.  The 2016 Omnibus Plan will remainrefinements are 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 lawsexecutives’ 2019 targeted compensation opportunities 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”further discussed 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 containedrefinements discussed above, 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,August 2019, the Compensation Committee annuallyapproved an adjustment to the performance units granted to our executives in October 2018. Specifically, the Compensation Committee increased the cumulative functional currency Adjusted EBITDA target for the 2019-2021 performance period because the original award target was set before we completed the Schlitterbahn Acquisition and in order to account for the anticipated Adjusted EBITDA impact of the Schlitterbahn Acquisition during 2019-2021. The Compensation Committee did not adjust the Adjusted EBITDA targets for the 2019 cash incentives or the outstanding 2017-2019 or 2018-2020 performance units. Instead, for comparability in assessing final performance achieved against the targets for the 2019 cash incentives and the 2017-2019 performance units, the Compensation Committee excluded results from the properties acquired in the Schlitterbahn Acquisition. Similarly, the Compensation Committee currently anticipates excluding results from the properties acquired in the Schlitterbahn Acquisition from the final performance achieved when it assesses performance against the Partnership’stargets for the 2018-2020 performance units. Consideration of Last Year’s Advisory Unitholder Vote on Executive Compensation At the 2019 Annual Meeting of Limited Partner Unitholders, approximately 93% 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 2019 was a clear endorsement of our current performance-based approach and focus on long-term value creation. Therefore, the Compensation Committee has decided generally to continue its approach to executive compensation for 2020 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, along with our unitholder engagement, 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, othernon-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 functional currency Adjusted EBITDA is calculated CEDAR FAIR, L.P. | 2020 Proxy Statement / 25 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 based solely on currency fluctuations. In addition, for our annual cash incentive awards, 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 ensure they dothe functional currency Adjusted EBITDA amounts. For our 2019 cash incentive and 2017-2019 performance unit payouts, we excluded results from the properties acquired in the Schlitterbahn Acquisition ($15.7 million of Adjusted EBITDA) when computing final performance achieved as discussed under Executive Compensation Decisions above. While we have historically designed our executive compensation program around the achievement of metrics based on Adjusted EBITDA, the Compensation Committee retains flexibility and periodically considers and may use other metrics. Our 2016 Omnibus Incentive Plan does not encourage excessive risk taking by employeeslimit the performance criteria from which could resultthe Committee may choose in structuring awards. Determining Executive Compensation We combine the compensation elements discussed below in a material adverse impactmanner 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 design appropriately motivates our executives to achieve peak corporate performance over the Partnership.near and longer term. The Boardrange of Directors is kept abreasttargeted compensation varies by position and reflects the unique skills, expertise and individual contributions of each executive. Role of the Compensation Committee’s risk oversightConsultant The Compensation Committee engages an independent executive compensation consulting firm to provide information and other activities via regular reportsadvice 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 Committee Chairpersoneffectiveness of these practices. The compensation consultant is retained by and reports directly to the full Board. Board Committees The Board has three committees: an Audit Committee, a Compensation Committee and regularly attends and participates in Compensation Committee meetings. Semler Brossy has been the Committee’s compensation consultant since 2018 and advised on our 2019 executive compensation program. Semler Brossy also assisted with our most recent biannual peer group review, prepared our most recent biannual executive compensation benchmarking study and assisted with a Nominatingreview and Corporate Governance Committee. Eachcomparison of our director compensation practices to market practices throughout 2019. Semler Brossy did not perform any other material services for the Company or for management other than to periodically provide advice and counsel to the Compensation Committee is composed entirely of independent Directors, as that term is definedin accordance with the Compensation Committee’s instructions. The Compensation Committee may 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 availablefuture rotate or select other compensation consultants to provide information or advice 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.our compensation programs fromtime-to-time. Compensation Consultant Conflicts Assessment The Compensation Committee assessed the independence of Semler Brossy in February 2019 and February 2020 in accordance with the Securities and Exchange Commission (“SEC”) rules and concluded that Semler Brossy’s work for the Compensation Committee does not present 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 Semler Brossy. In particular, the Committee considered: (i) whether any other services had been or were being provided by Semler Brossy to the Company, (ii) the amount of fees paid by the Company to Semler Brossy as a percent of Semler Brossy’s total 26 / 2020 Proxy Statement | CEDAR FAIR, L.P. revenues, (iii) Semler Brossy’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee, (iv) Semler Brossy’s ownership of Company units, and (v) any business or personal relationships between Semler Brossy and any Committee members or the Company’s executive officers. Following the consideration of these factors, the BoardCommittee determined that Semler Brossy is independent. Peer Group and Peer Group Review Compensation information from our peer group and broader industry surveys is one factor and reference point that the CommitteesCompensation Committee considers in the executive compensation decision-making process. The Compensation Committee reviews the established peer group periodically, and undertook a peer group review in 2019 with the assistance of Semler Brossy. Following that review, we updated our peer group to remove three acquired companies (The Finish Line, Inc., Pinnacle Entertainment, Inc. and Regal Entertainment Group) and companies that did not meet certain qualitative criteria (The Buckle, Inc., DSW, Inc. and Marriott Vacations Worldwide Corporation). We also added five new companies to the Board ongroup to replace the companies that we removed (Boyd Gaming Corporation, Churchill Downs Incorporated, Cracker Barrel Old Country Store, Inc., Eldorado Resorts, Inc. and Wyndham Hotels & Resorts, Inc.). Our updated peer group, which they serve aswas approved by the Compensation Committee in 2019, was used for the benchmarking study that Semler Brossy conducted in 2019 in advance of decisions regarding targeted compensation for 2020 and includes the date of this proxy statement are identified below.following companies:    DirectorBoyd Gaming Corporation   Audit      Committee     Eldorado Resorts, Inc.    Compensation Committee Speedway Motorsports, Inc. * Nominating and   Corporate Governance   Committee  Matthew A. OuimetChoice Hotels International, Inc.   International Speedway Corporation *   Texas Roadhouse, Inc. Churchill Downs Incorporated The Madison Square Garden Company Vail Resorts, Inc. Cinemark Holdings, Inc. The Marcus Corporation Wyndham Hotels & Resorts, Inc. Cracker Barrel Old Country Store, Inc. SeaWorld Entertainment, Inc.    Eric Affeldt(1)Dave & Buster’s Entertainment, Inc.   * * *  Daniel Hanrahan * *Six Flags Entertainment Corporation    Gina D. France ** *  Tom Klein* International Speedway Corporation and Speedway Motorsports, Inc. were acquired since our peer group review. These peer group members were selected in a thorough review process, in consultation with Semler Brossy, that focused on the peer group we previously had in place, major business changes with respect to the peer group companies and potential companies to add. In establishing and updating our compensation peer group, we focus on U.S. publicly traded companies in family-oriented leisure, recreation and entertainment, with similar business models and markets to ours, with annual revenues between 1/3 to 2 1/2 times our revenues, and with a market capitalization and/or employee count comparable to ours. We also look at certain qualitative factors including family-oriented, seasonality, entertainment focus, multiple sources of revenues and meaningful capital investment. The goal was for peer group companies to meet the majority of these qualitative criteria in addition to the quantitative criteria. The Compensation Committee believes this peer group meets this goal, achieves the desired level of balance among the peer group companies in terms of revenues and market capitalization and provides a solid indicator of the executive compensation practices for businesses our size and in our industry. Accordingly, the Compensation Committee approved the above listed group of companies as the peer group for use in its ongoing compensation decisions. However, given that we updated the peer group after we set executives’ targeted compensation and award opportunities for 2019, the peer group in effect when we determined 2019 compensation opportunities was the previous group that the Compensation Committee approved in 2017 after a similar review process. Market Analysis The Compensation Committee periodically requests that the compensation consultant 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 the compensation consultant to compile that information at least biannually. While we review this 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 survey data and peer group (where available for certain positions) and to provide total direct compensation opportunities that are between the **  Lauri Shanahan    *  John M. Scott, III **  Debra Smithart-Oglesby * *  D. Scott Olivet *  * Member  ** Committee Chair CEDAR FAIR, L.P. | 2020 Proxy Statement / (1)27 Board Chairman 50th and 75th percentiles of our peer group and aligned with comparable survey data, subject to other individual considerations. Other factors we consider in setting compensation include: recent and projected Company performance, growth and returns to unitholders, the significant industry expertise of the team, recent individual performance, individual performance expectations, general industry practices, general economic conditions, internal equity, retention and recruiting goals and transitioning of compensation in connection with leadership succession. The Audit Committee does not rely on any single factor as a substitute for its own judgment in making compensation decisions, but instead applies its independent discretion and judgment in considering them in their entirety. Following the review and update of the peer group in 2019, the Compensation Committee requested that Semler Brossy prepare an updated benchmarking study to assess the competitiveness of our executive compensation levels. The Semler Brossy review was completed in August 2019, 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 Semler Brossy study looked at proxy data from our peer group companies and at Equilar Top 25 Executive Compensation Survey data. The Compensation Committee believes the Semler Brossy analysis further confirms that our executive compensation program is responsibleappropriately designed to achieve our general objectives. This updated peer and survey analysis provided context for appointing and meetingwas one of the factors considered in our compensation decisions for 2020. 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 formally 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 makes recommendations to the Compensation Committee regarding the compensation of each individual. The Compensation Committee then, in consultation with the Partnership’s independent registered public accounting firmcompensation consultant, makes compensation determinations and for assistingadjustments to the Boardchief executive officer’s recommendations when determined to be appropriate in accordance with the applicable compensation plans and in turn reports 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,recommendations 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 forits approval. Decisions regarding the chief executive officerofficer’s compensation are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance andrelative to agreed objectives. The Board reviews compensation matters after the performanceconclusion of the Partnership.peak season and significant financial results are available. 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 allcompletes his evaluations of his direct reports, including the other named executive officers,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. Elements of 2019 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 targeted total direct compensation, the Compensation Committee seeks to establish each compensation element at a level that both is competitive and will attract and motivate top talent, while keeping overall pay levels aligned with unitholders’ interests and the executives’ job responsibilities. 28 / 2020 Proxy Statement | CEDAR FAIR, L.P. The following table sets forth each element of our executive compensation program and the principal objectives of that element: Compensation Element Principal Objective Base Salary Fixed compensation element intended to reward core competencies, experience and required skills in senior leadership positions. Annual Cash Incentive Awards* Cash Incentive Compensation Variable compensation element intended to reward contributions to our short-term business objectives and achievement of individual goals. Long-Term Incentive Compensation** Restricted Unit Awards Performance Unit Awards Variable compensation element intended to reward contributions to our long-term success, the achievement of our mission and key business objectives, and each named executive officer’s commitment to the interests of our unitholders. Retirement Benefits Section 401(k) Plan The named executive officers may participate in the Company’s 401(k) plan, which is available to all our eligible employees. Executive Perquisites and Health, Life and Disability Benefits The named executive officers participate in employee benefit plans available to all our eligible employees, including health, life and disability plans. Perquisites are provided to our named executive officers that we believe are reasonable and are intended to enhance the competitiveness of our compensation packages. Change in Control and Termination Protection in Employment Agreements Provides protection if the executive’s employment terminates for a qualifying event or circumstance or in the event of a change in control. * We may fromtime-to-time award discretionary bonuses to our named executive officers separate from our annual cash incentive program, but did not provide any such additional bonuses in 2019. ** We may make other types of long-term cash or unit-based incentive awards to our executives. Our named executive officers have options outstanding from prior year awards. None of our executives exercised options in 2019. We seek to balance the compensation for each executive 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 varyyear-to-year, including in connection with promotions and leadership transitions. Compensation Mix - 2019 We did not make significant changes to our executive compensation program for 2019, other executive officers reviewthan to modify the payout scale of the Company performance-based portion of the annual incentive plan and make recommendations regarding their direct reports.the long-term performance-based awards. We also made some enhancements to the cash incentive awards’ individual payout scale and evaluation system. See “Compensation“Cash Incentive Awards” and “2019-2021 Performance Unit Awards” within this section below andCompensation Discussion and Analysis - Determining Executive Compensation” for additional detail.Summary above. Our program continued to focus on 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 provided merit-based salary raises to each of 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 CEDAR FAIR, L.P. | 2020 Proxy Statement / 29 our named executive officers, which flowed through their mix of CFMI. The Committee considers diversity of experience and background when selecting candidates. The Committee believes candidatescompensation opportunities for the Board should have the abilityyear. The compensation opportunities for each of our executives reflect a mix similar to exercise objectivity and independence in making informed business decisions; the highest integrity; extensive knowledge, experience and judgment; loyalty to the intereststheir 2018 mix, with an increased short-term incentive award opportunity for Mr. Zimmerman as part of the Partnership and its unitholders; andfurther transitioning of his CEO compensation. As 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 2015result, total compensation increases 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 ofbiased towards performance-based compensation. The following summary highlights our 2015 business results and the impact of those results on ourtargeted direct 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 werepercentages for our named executive officers for 2015:2018 and 2019 are indicated below:   Matthew A. Ouimet,      Zimmerman    Witherow    Fisher    Milkie    Semmelroth      2018    2019    2018    2019    2018    2019    2018    2019    2018    2019 Salary    20%    20%    26%    26%    25%    25%    30%    30%    31%    31% Target Cash Incentive    23%    25%    26%    26%    25%    25%    30%    30%    31%    31% Restricted Units    23%    22%    19%    19%    20%    20%    16%    16%    15%    15% Performance Units    34%    33%    29%    29%    30%    30%    24%    24%    23%    23% The equity portion of targeted total direct compensation opportunities for 2018 and 2019 were granted in October 2017 and October 2018, respectively (except for Mr. Fisher who was granted his 2018 equity in December 2017 upon his hiring). The graphic below illustrates the 2019 targeted total direct compensation mix for Mr. Zimmerman. This chart does not include the value of Mr. Zimmerman’s 2020 restricted units granted in 2019 and 2020-2022 performance unit awards because we view those as part of Mr. Zimmerman’s targeted total direct compensation opportunity for 2020. See “Targeted 2020 Long-Term Incentive Compensation” below for further information. The graphics that follow illustrate the 2019 targeted total direct compensation mix for our PresidentCFO and Chief Executive Officer; Brian C. Witherow,COO and the 2019 targeted total direct compensation mix for our Executive Vice President and Chief Financial Officer; Richard A. Zimmerman, our Chief Operating Officer; Duffield E. Milkie, our Executive Vice President, SecretaryGeneral Counsel and General Counsel; and Kelley Semmelroth, our Executive Vice President and Chief Marketing Officer. These exclude the value of the executives’ 2020 restricted units granted in 2019 and 2020-2022 performance unit awards, which we view as part of targeted total direct compensation for 2020. 30 / 2020 Proxy Statement | CEDAR FAIR, L.P. Summary Base Salary We believepay base salaries to provide a fixed amount of compensation that ouris not subject to performance-related risk commensurate with the executive’s scope of responsibilities, performance, current compensation should be closely tied tolevels, 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. 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, in connection with promotions or a substantial change in responsibilities or as otherwise deemed appropriate. SeeNarrative 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 performance. To that end, in 2015:basis. In reviewing the named executive officer’s salary, the Compensation Committee generally considers, among other things:   We produced another outstanding peer and market data provided by our compensation consultant with respect to comparable positions (rolled forward using certain assumptions between studies); the individual named executive officer’s performance, experience, skills and time in position; and the Company’s overall performance, returns to our unitholders and continued expectations for growth. In light of such considerations, Mr. Zimmerman’s base salary was further adjusted for 2019 as part of the transitioning of his CEO compensation. Messrs. Witherow, Fisher and Milkie and Ms. Semmelroth each received 2% increases to recognize their effort and to reward their contributions to the Company’s performance, particularly in the latter half of 2018, including contributing to lowering planned operating year, with solid increases across the board in attendance, guest spendingexpenses. Base salaries were further adjusted for 2020 following a similar review process; see “Elements of 2020 Executive Compensation” for additional information. The annualized base salaries for our named executive officers for 2018, 2019 and out-of-park revenues, and our executives earned their maximum cash incentive opportunities for the year; and We significantly exceeded our three-year performance targets, which resulted in our executives earning maximum payouts under their long-term incentive awards. 2020 are indicated below: Named Executive Officer    2018 Annual Salary    2019 Annual Salary    2020 Annual Salary Zimmerman    $750,000    $800,000    $850,000 Witherow    $503,979    $514,100    $532,000 Fisher    $550,000    $561,000    $600,000 Milkie    $437,750    $446,600    $460,000 Semmelroth    $367,500    $374,900    $402,000 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 executiveCompany by directly tying compensation programto Company performance and 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, othernon-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, and it is easy to track,track. Further, Adjusted EBITDA is widely used by analysts, investors and it is helpfulcomparable companies to evaluate operating performance in evaluating free cash flow available for distributions which we believe is one of the key investment areas of focus for our unitholders.industry. Overall our unitholder approved CEDAR FAIR, L.P. | 2020 Proxy Statement / 21 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 asand to deliver long termlong-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 and Long-Term Initiatives The graphs below illustrate some of the key indicators of the Company’s financial health and performance over the five-year and three-year fiscal period, 2011-2015.periods ended 2019. The 2019 operating results include $42.5 million of net revenues and 705,000 guest visits from the operations of Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston both of which were acquired on July 1, 2019. Cumulative Total Return1(382% 5-year total return)In 2019, we achieved our tenth consecutive year of record net revenues, up 9% from 2018 to $1.475 billion. We also achieved Adjusted EBITDA of $505 million, representing a $37 million, or 8% increase from the Adjusted EBITDA achieved in 2018 (Adjusted EBITDA is the key performance objective for our executive compensation program because it tracks core operating performance closely, it crosses park operating units, and it is easy to track; see “Compensation Philosophy and Objectives” section above). YR/YR Net Revenues YR/YR Adjusted EBITDA (1) (1) See Item 6, “Selected Financial Data,” on pages15-16 of the Company’s Form10-K for fiscal 2019 for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income. We produced growth across our core revenue metrics. We increased attendance by 8% from 2018 to 27.9 million visits,in-park per capita spending by 1% to $48.32 andout-of-park revenues by 11% to $169 million. YR/YR Core Revenue Metrics   (2) See Item 6, “Selected Financial Data,” on pages15-16 of the Company’s Form10-K for fiscal 2019 for additional information regarding attendance,in-park per capita spending andout-of-park revenues, including how we define these measures. See Note 4 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 2019 and Note 2 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 2018 for a reconciliation. 22 / 2020 Proxy Statement | CEDAR FAIR, L.P. 1Based upon In 2019, we paid cash distributions of $3.71 per limited partner unit, which represented a 3% increase from cash distributions paid per limited partner unit in 2018. Cash Distributions (3) (3) Represents distributions paid per limited partner unit per fiscal year. In addition to the financial and operating graphs above, the graph below shows a comparison of the five-year cumulative total return (assuming all distributions reinvested and calculated as a straight cumulative return) for Cedar Fair, L.P. limited partnership units, the S&P 500 Index, the S&P 400 Index, and the S&P—Movies and Entertainment Index, assuming an initial investment of $100 on December 31, 2010 with dividends reinvested and calculated as2014. Our unitholders have seen a straight cumulative return.total return over the last five fiscal years ending December 31, 2019 of 55% when taking into account distribution reinvestments. Cumulative Total Return 55%5-year total 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: We achieved our sixth consecutive year of record net revenues, up 7% from 2014 to $1.24 billion; We achieved record Adjusted EBITDA of $459 million, representing a 7% increase from 2014; We increased attendance by 1.1 million guest visits to 24.4 million visits, while increasing average in-park guest per capita spending by 1.4% to $46.20; and In November of 2015 we announced that in 2016 our annual cash distribution would increase 10% to $3.30 per limited partner unit, up from $3.00 per unit in 2015. In 20152019, we also advanced a number of important long-term initiatives that position us to grow well into the future and support our abilitymission to grow our business inmake people happy by providing fun, immersive and memorable experiences. These include the years to come. These included:following:   The full roll-out We acquired two iconic water parks and one resort in Texas, Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston, representing award-winning properties in new markets (the “Schlitterbahn Acquisition”); We completed important capital investment projects to maximize the market potential of an All-Season Dining program for season passholders;our parks, including two thrill-packed roller coasters in unique themed areas at Canada’s Wonderland and CEDAR FAIR, L.P. | 2020 Proxy Statement / 23 The completion of a two-year renovation project of the historic Hotel Breakers on Cedar Point’s mile-long beach; Carowinds, a new, immersive experience attraction named “Forbidden Frontier” at Cedar Point, our flagship park, and a 145,000 sq. ft. indoor sports and competition facility also at Cedar Point;   •   The re-launch We introduced a new WinterFest celebration at a sixth park, Canada’s Wonderland, and expanded our festival and event offerings throughout the season at many of the Carowinds brand as part of a multi-year growth plan for the fast-growing Charlotte market,our parks, including the introduction of Fury325, a world-record-breaking roller coaster which was voted the “Best New Ride” for 2015 byAmusement TodayGrand Carinvale and Monster Jam® Thunder Alley™; The testing We introduced the first Carowinds hotel, strengthening our appeal for amulti-day guest experience, and acquired Sawmill Creek Resort near Cedar Point, growing our portfolio of resort properties at our flagship park; and We announced an exciting array of new rides, attractions and events for our 2020 operating season, including a new mobile application and free park-wide wifiworld-class giga coaster at Kings Island, which will now be rolled outan extensive waterpark renovation at California’s Great America, renovations at the newly acquired Schlitterbahn water parks and Sawmill Creek Resort, and new attractions to our five largest parks; The continued expansion of our Amusement Dark portfolio with the introduction of Voyage to the Iron Reef, a new 4-D interactive dark ride,enhance two notable anniversaries at Cedar Point and Knott’s Berry Farm; The expansion of special event programming that includes unique entertainmentFarm, celebrating 150 and food and beverage offerings to scale; and100 years, respectively. The investment in a new amateur youth sports facility in Sandusky, Ohio which will begin hosting tournaments in 2017. Our Pay Governance Reflects Best Practices We maintain the following compensation and pay governance best practices: A majority of named executive officer compensation is contingent on corporate performance, as described and illustrated in the “Compensation Mix-2015” section below; WHAT WE DO ü   A majority of named executive officer compensation is contingent on corporate performance, including long-term incentive compensation, to enhance alignment with our unitholders as described inCompensationMix-2019 below. üWe have mandatory unit ownership guidelines of four times salary for our Chief Executive Officer and two times salary for his direct reports. ü   Incentive compensation is subject to clawback provisions for our Chief Executive Officer and his direct reports. ü   Our Compensation Committee is comprised solely of directors who are independent under the standards of the SEC and the NYSE, including the heightened standards applicable to Compensation Committee members. ü   We periodically rotate the Compensation Committee chair assignment, including a transition in 2020. ü   Our independent Compensation Committee has retained Semler Brossy to advise and report directly to the Committee. ü   We conduct an annual risk assessment of our compensation programs in consultation with Semler Brossy. ü   We offer our unitholders the opportunity to cast an advisory vote on our executive compensation every year. WHAT WE DO NOT DO    We do not provide excise tax “gross ups”.    We do not provide significant perquisites.    We do not allow hedging of our Company’s securities.    We do not allow pledging of our Company’s securities or holding its units in margin accounts. Executive Officer and two times salary for his direct reports; Incentive compensation is subject to clawback provisions for our Chief Executive Officer and his direct reports; We do not provide excise tax “gross ups”; We have an anti-hedging policy that restricts executive officers and directors from engaging in certain transactions such as puts or calls relating to the Company’s securities; Our Compensation Committee is composed solely of directors who are independent under the standards of the SEC and the NYSE, including the heightened standards applicable to Compensation Committee members; Our independent Compensation Committee has retained Hay Group to advise and report directly to the Committee; We conduct an annual risk assessment of our compensation programs, which is led by Hay Group; and We offer our unitholders the opportunity to cast an advisory vote on our executive compensation every year. 2015 Compensation UpdatesDecisions 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 20152019 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 24 / 2020 Proxy Statement | CEDAR FAIR, L.P. 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 demonstrate2019 demonstrates our commitment to these goals. For 2019, at the Compensation Committee’s request, Semler Brossy, our independent executive compensation consulting firm, undertook a broad programmatic review and provided its perspective on our existing program and specific elements, its comparison of our program to our peer group and general market practices, and feedback it obtained from our executive management team and Board members. The Compensation Committee believes the Semler Brossy review confirms the overall alignment of our program with market practices and our other program objectives, and identified certain areas for consideration and potential refinement. The Committee engaged in a further focused review of our goals and payout leverage curves, with additional analysis and input from Semler Brossy around various possible goal-setting frameworks and leverage curve models. As a result, the Committee decided to make some refinements to the payout scales and leverage curves used in our cash and long-term incentive programs to enhance alignment with unitholders by reducing payouts under the program if performance is below target and increasing payout incentives for performance significantly above target. In particular, the threshold level of performance for the cash and long-term incentive programs was increased from 90% and 85% of the Company financial target, respectively, to 93% of the Company financial target. In addition, the maximum opportunity was increased to a payout of 200% of the target award for achieving 107% of the Company financial target. The previous maximum opportunity of 150% payout of the target award for achieving 105% of the Company financial target remains as an additional level between the target and maximum opportunities. We also made some refinements to the individual payout scale and evaluation system that applies to our cash incentive awards in order to enhance how we assess performance of the individual goals. The approved curve adjustments and other refinements are in effect for our executives’ 2019 targeted compensation opportunities and are further discussed below. In addition to the refinements discussed above, in August 2019, the Compensation Committee approved an adjustment to the performance units granted to our executives in October 2018. Specifically, the Compensation Committee increased the cumulative functional currency Adjusted EBITDA target for the 2019-2021 performance period because the original award target was set before we completed the Schlitterbahn Acquisition and in order to account for the anticipated Adjusted EBITDA impact of the Schlitterbahn Acquisition during 2019-2021. The Compensation Committee did not adjust the Adjusted EBITDA targets for the 2019 cash incentives or the outstanding 2017-2019 or 2018-2020 performance units. Instead, for comparability in assessing final performance achieved against the targets for the 2019 cash incentives and the 2017-2019 performance units, the Compensation Committee excluded results from the properties acquired in the Schlitterbahn Acquisition. Similarly, the Compensation Committee currently anticipates excluding results from the properties acquired in the Schlitterbahn Acquisition from the final performance achieved when it assesses performance against the targets for the 2018-2020 performance units. Consideration of Last Year’s Advisory Unitholder Vote on Executive Compensation At the 20152019 Annual Meeting of Limited Partner Unitholders, approximately 88%93% 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 20152019 was a clear endorsement of our current performance-based approach focusedand focus on long-term value creation. Therefore, the Compensation Committee has decided generally to continue its approach to executive compensation for 20162020 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, along with our unitholder engagement, 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, othernon-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 metricfunctional currency Adjusted EBITDA is calculated CEDAR FAIR, L.P. | 2020 Proxy Statement / 25 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 annual cash plan,incentive awards, 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. For our 2019 cash incentive and 2017-2019 performance unit payouts, we excluded results from the properties acquired in the Schlitterbahn Acquisition ($15.7 million of Adjusted EBITDA) when computing final performance achieved as discussed under Executive Compensation Decisions above. While we have historically designed our executive compensation program around the achievement of metrics based on Adjusted EBITDA, the Compensation Committee retains flexibility and periodically considers and may use other metrics. Our 2016 Omnibus Incentive Plan does not limit the performance criteria from which the Committee may choose in structuring awards. 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 anddesign appropriately motivates our executives to achieve peak corporate performance over the longnear and longer term. The range of targeted compensation isvaries by position dependent and may reflect how difficult we believe it would be to replace a particular personreflects the unique skills, expertise and his or her skill set.individual contributions of each executive. Role of the Compensation Consultant The Compensation Committee engaged Hay Group,engages an independent executive compensation consulting firm to provide information and advice 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 wasThe compensation consultant is retained by and reports directly to the Compensation Committee. Since their engagementCommittee and regularly attends and participates in 2011, Hay Group has participated in almost all Compensation Committee meetingsmeetings. Semler Brossy has been the Committee’s compensation consultant since 2018 and has performed noadvised on our 2019 executive compensation program. Semler Brossy also assisted with our most recent biannual peer group review, prepared our most recent biannual executive compensation benchmarking study and assisted with a review and comparison of our director compensation practices to market practices throughout 2019. Semler Brossy did not perform any other material services for the Company or for management other than to periodically provide advice and counsel to the Compensation Committee in accordance with the Compensation Committee’s instructionsinstructions. The Compensation Committee may in the future rotate or select other compensation consultants to provide information or advice on our compensation programs from time to time.time-to-time. Compensation Consultant Conflicts Assessment In February of 2015, theThe Compensation Committee assessed the independence of the compensation consultantSemler Brossy in February 2019 and February 2020 in accordance with the Securities and Exchange Commission (“SEC”) rules and concluded that the compensation consultant’sSemler Brossy’s work for the Compensation Committee does not raisepresent 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.Semler Brossy. In particular, at its February 2015 meeting, the Committee discussed:considered: (i) whether any other services had been or were being provided by Hay GroupSemler Brossy to the Company, (ii) the amount of fees paid by the Company to Hay GroupSemler Brossy as a percent of Hay Group’sSemler Brossy’s total 26 / 2020 Proxy Statement | CEDAR FAIR, L.P. revenues, (iii) Hay Group’sSemler Brossy’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee, (iv) Hay Group’sSemler Brossy’s ownership of Company units, and (v) any business or personal relationships between Hay GroupSemler Brossy and any Committee members or the Company’s executive officers. Following the consideration of these factors, the Committee determined that Hay GroupSemler Brossy is independent. 2015 Peer Group and Peer Group Review Compensation information from our peer group and broader industry surveys is one factor and reference point that the Compensation Committee considers in the executive compensation decision-making process. OurThe Compensation Committee reviews the established peer group periodically, and undertook a peer group review in 2019 with the assistance of Semler Brossy. Following that review, we updated our peer group to remove three acquired companies (The Finish Line, Inc., Pinnacle Entertainment, Inc. and Regal Entertainment Group) and companies that did not meet certain qualitative criteria (The Buckle, Inc., DSW, Inc. and Marriott Vacations Worldwide Corporation). We also added five new companies to the group to replace the companies that we removed (Boyd Gaming Corporation, Churchill Downs Incorporated, Cracker Barrel Old Country Store, Inc., Eldorado Resorts, Inc. and Wyndham Hotels & Resorts, Inc.). Our updated peer group, which was approved by the Compensation Committee in 2019, was used for these purposes includedthe benchmarking study that Semler Brossy conducted in 2019 in advance of decisions regarding targeted compensation for 2020 and includes the following companies when we were setting 2015 compensation:companies:   Bob Evans Farms Boyd Gaming Corporation   DSW,Eldorado Resorts, Inc. Pinnacle Entertainment, Inc. Buckle, Inc. Finish Line, Inc. Sea World Entertainment Inc. Carmike Cinemas, Inc. International Speedway Corp. Six Flags Entertainment Corp. Choice Hotels International, Inc. Madison Square Garden Co.   Speedway Motorsports, Inc. * Cinemark Holdings, Choice Hotels International, Inc.   MarcusInternational Speedway Corporation *   Texas Roadhouse, Inc. DreamWorks Animation, Inc. Churchill Downs Incorporated   Marriott Vacations WorldwideThe Madison Square Garden Company   Vail Resorts, Inc. Cinemark Holdings, Inc. The Marcus Corporation Wyndham Hotels & Resorts, Inc. Cracker Barrel Old Country Store, Inc. SeaWorld Entertainment, Inc. Dave & Buster’s Entertainment, Inc. Six Flags Entertainment Corporation * International Speedway Corporation and Speedway Motorsports, Inc. were acquired since our peer group review. These peer group members were selected in a thorough review process, in consultation with Hay Group,Semler Brossy, that focused on the peer group we previously had in place, major business changes with respect to the peer group companies and potential companies to add. In establishing and updating our compensation peer group, we focus on U.S. publicly traded companies with a significant focus onin family-oriented leisure, recreation and entertainment, with similar business models and markets to ours, with annual revenues between 1⁄2 1/3 to 2 1⁄ 1/2 times our revenues, and with a market capitalization and/or employee count comparable to ours. We also look at certain qualitative factors including family-oriented, seasonality, entertainment focus, multiple sources of revenues and meaningful capital investment. The goal was for peer group companies to meet the majority of these qualitative criteria in addition to the quantitative criteria. The Compensation Committee believes this peer group metmeets this goal, achievedachieves the desired level of balance among the peer group companies in terms of revenues and market capitalization and provided the bestprovides a solid 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 ongoing compensation decisions. However, given that we updated the peer group after we set executives’ targeted compensation and award opportunities for 2019, the peer group in effect when we determined 2019 compensation opportunities was the previous group that the Compensation Committee approved in 2017 after a similar review process. Market Analysis The Compensation Committee also periodically requests Hay Group tothat the compensation consultant 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 Groupthe compensation consultant to compile that information at least biannually. While we focus onreview this 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 survey data and peer group (where available for certain positions) and to provide total direct compensation opportunities that are between the CEDAR FAIR, L.P. | 2020 Proxy Statement / 27 50th and 75th percentiles of our peer group and aligned with comparable survey data, subject to other individual considerations. The Committee considers a variety of otherOther factors we consider in setting compensation includinginclude: 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, retention and retention goals. We have made adjustmentsrecruiting goals and transitioning of compensation in the past several years to theconnection with leadership succession. The Committee does not rely on any single factor as a substitute for its own judgment in making compensation levels of certain of our executives whose targeted compensation has fallen below our targeted percentile rangedecisions, but instead applies its independent discretion and judgment in order to better align executive pay with these objectives andconsidering them 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.entirety. Following the review and confirmationupdate of the peer group in 2015,2019, the Compensation Committee requested that Hay GroupSemler Brossy prepare an updated benchmarking study to assess the competitiveness of our executive compensation levels. The Hay GroupSemler Brossy review was completed in September 2015,August 2019, 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 GroupSemler Brossy study looked at proxy data from our peer group companies and at data based on a general industry survey.Equilar Top 25 Executive Compensation Survey data. The study foundCompensation Committee believes the Semler Brossy analysis further confirms that our executive base salaries and target total direct compensation in the aggregate,program is appropriately designed to be aligned withachieve 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.objectives. This updated peer and survey analysis provided context for and was one of the factors impacting some of the adjustments that we putconsidered in placeour compensation decisions for 2016.2020. 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 formally 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.relative to agreed objectives. The Board reviews compensation matters after the seasonal parks have closedconclusion of the peak season and significant 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 20152019 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 both is both competitive and will attract and motivate top talent, while keeping the overall pay levels aligned with unitholders’ interests and the executives’ job responsibilities. 28 / 2020 Proxy Statement | CEDAR FAIR, L.P. The following table sets forth each element of our executive compensation program and the principal objectives of that element:   Compensation Element    Principal Objective Base Salary    Fixed compensation element intended to reward core competencies, experience and required skills in senior leadership positions. Annual Cash Incentive Awards* Cash Incentive Compensation    Variable compensation element intended to reward contributions to our short-term business objectives and achievement of individual goals. Long-Term Incentive Compensation** Restricted Unit Awards Performance Unit Awards    Variable compensation element intended to reward contributions to our long-term success, the achievement of our mission and key business objectives, and each named executive officer’s commitment to the interests of our unitholders. Retirement Benefits Section 401(k) Plan    The named executive officers may participate in the Company’s 401(k) plan, which is available to all our eligible employees. Executive Perquisites and Health, Life and Disability Benefits    The named executive officers participate in employee benefit plans available to all our eligible employees, including health, life and disability plans. Perquisites and supplemental compensation believedare provided to beour named executive officers that we believe are reasonable and are intended to enhance the competitiveness of our compensation packages. Change in Control and Termination Protection in Employment Agreements    Ensures continuity of management in the event of a change in control of the Company andProvides protection if the executive’s employment terminates for a qualifying event or circumstance.circumstance or in the event of a change in control.   * We may fromtime-to-time award discretionary bonuses to our named executive officers separate from our annual cash incentive program, but did not provide any such additional bonuses in 2015.2019.   ** We may make other types of long-term cash or unit-based incentive awards to our executives. Our named executive officers have options outstanding from prior year awards, and someawards. None of our executives had prior year time-based phantom units vest or exercised options in 2015.2019. 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.year-to-year, including in connection with promotions and leadership transitions. Compensation Mix - 20152019 As noted above, weWe did not make significant changes to our executive compensation program for 2015.2019, other than to modify the payout scale of the Company performance-based portion of the annual incentive plan and the long-term performance-based awards. We also made some enhancements to the cash incentive awards’ individual payout scale and evaluation system. See “Cash Incentive Awards” and “2019-2021 Performance Unit Awards” within this section below andCompensation Discussion and Analysis - Summary above. Our program continued to be focused aroundfocus on 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 gaveprovided merit-based base salary raises to each of CEDAR FAIR, L.P. | 2020 Proxy Statement / 29 our named executive officers, which flowed through their mix of compensation opportunities for the year. We also enhanced theThe compensation opportunities for each of our executives reflect a mix similar to their 2018 mix, with an increased short-term incentive compensation componentaward opportunity for Mr. Zimmerman as part of the further transitioning of his CEO compensation. As a result, total compensation packagesincreases were biased towards performance-based compensation. The targeted direct compensation percentages for our COOnamed executive officers for 2018 and General Counsel positions through percentage-based increases to incentive opportunities, both to better align their2019 are indicated below:      Zimmerman    Witherow    Fisher    Milkie    Semmelroth      2018    2019    2018    2019    2018    2019    2018    2019    2018    2019 Salary    20%    20%    26%    26%    25%    25%    30%    30%    31%    31% Target Cash Incentive    23%    25%    26%    26%    25%    25%    30%    30%    31%    31% Restricted Units    23%    22%    19%    19%    20%    20%    16%    16%    15%    15% Performance Units    34%    33%    29%    29%    30%    30%    24%    24%    23%    23% The equity portion of targeted compensation opportunities with our established range for base salaries and total direct compensation opportunities for 2018 and also to recognize their accomplishments2019 were granted in October 2017 and additional responsibilities taken onOctober 2018, respectively (except for Mr. Fisher who was granted his 2018 equity in key areas for our Company.December 2017 upon his hiring). The graphic below illustrates the 20152019 targeted total direct compensation mix for Mr. Ouimet.Zimmerman. This chart does not include the value of Mr. Ouimet’s October 2015Zimmerman’s 2020 restricted units or his 2016-2018granted in 2019 and 2020-2022 performance unit awardawards because we view those awards as part of Mr. Ouimet’sZimmerman’s targeted total direct compensation opportunity for 2016.2020. See “Targeted 2020 Long-Term Incentive Compensation” below for further information.   The graphics that follow illustrate the 20152019 targeted total direct compensation mix for our CFO and COO and the 20152019 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, theseThese exclude the value of the executives’ October 20152020 restricted units granted in 2019 and 2016-20182020-2022 performance unit awards, which we view as part of targeted total direct compensation for 2016.2020.   30 / 2020 Proxy Statement | CEDAR FAIR, L.P. 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.responsibilities or as otherwise deemed appropriate. See “NarrativeNarrative to Summary Compensation and Grants of Plan Based Awards Tables-Employment Agreements”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:   peer and market data provided by our compensation consultant with respect to comparable positions;positions (rolled forward using certain assumptions between studies); the individual named executive officer’s performance, experience, skills and time in position; and the Company’s overall performance, returns to our unitholders and continued expectations for growth. In light of such considerations, our named executive officers received merit based increases inMr. Zimmerman’s base salary ranging from 3%-5%was further adjusted for 2015, among other things, to recognize continued success in their executive roles, to reward2019 as part of the executive’s contribution to a fifth-straight record yeartransitioning of Adjusted EBITDA in 2014,his CEO compensation. Messrs. Witherow, Fisher and Milkie and Ms. Semmelroth each received 2% increases to recognize their professional development achievements and key accomplishments for our businesseffort and to better align base pay for certainreward their contributions to the Company’s performance, particularly in the latter half of our executives with the market-based 50th percentile of our peer group objective.2018, including contributing to lowering planned operating expenses. Base salaries have beenwere further adjusted for 20162020 following a similar review process.process; see “Elements of 2020 Executive Compensation” for additional information. The annualized base salaries for our named executive officers for 20152018, 2019 and 20162020 are indicated below:   Named Executive Officer   2015 Annual Salary   2016 Annual Salary      2018 Annual Salary    2019 Annual Salary    2020 Annual Salary Ouimet   $ 927,000      $ 955,000    Zimmerman    $750,000    $800,000    $850,000 Witherow   $ 416,000      $ 475,000       $503,979    $514,100    $532,000 Zimmerman   $ 550,000      $ 567,000    Fisher    $550,000    $561,000    $600,000 Milkie   $ 368,000      $ 379,000       $437,750    $446,600    $460,000 Semmelroth   $ 294,000      $ 325,000       $367,500    $374,900    $402,000 Cash Incentive ProgramAwards Our annual cash incentive awards provide a component of compensation that is contingent on the achievement of annual performance objectives and isare 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 generally are approved by the Compensation Committee by March of the applicable year, unless revised during the negotiation of anotherwise provided in a written employment agreement. The performance objectives may be individualizedvary for each position and individual, may be expressed in multiple measures of performance, including individual, business unit, management unit and Company performance, and may be weighted differently between positions and individuals. Since 2012,For a number of years, the Compensation Committee and the Board have used a short-term cash incentive award program that includes both individual performance goals and Company performance goals, and that requires that awards not be paid out if Company financial performance falls below a threshold level. For 2015,2019, 85% of the target cash incentive awards for our named executive officers were based on a target of $466.0$519.9 million consolidated functional currency Adjusted EBITDA before incentive compensation expense for the year(1).year; seeCompensation CEDAR FAIR, L.P. | 2020 Proxy Statement / 31 Discussion and Analysis - Compensation Performance Measures andCompensation Discussion and Analysis - Summary - Executive Compensation Decisions above for an explanation of how we compute this measure. The remaining 15% of the target awards were based on the achievement of individual performance goals. (1) See “Compensation Performance Measures” above on page 33 for an explanation of how we compute this measure. 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 performance and were interpolated for performance between those levels. Payouts of the Company performance-based portion of the 20152019 cash awards were calculated at the following scale (with amounts interpolated between the various levels):   Level of Performance as a Percentage of Company Financial Target Achieved   Payout as a Percentage of Target Award (Company-based portion) < 90%93% of target    No Payout = 90%³ 93% of target   80% 50% =³ 100% of target   100% ³ 105% of target   150% ³ 107% of target 200% Payout of the individual performance-based portion of the award could range from 0% to 150% and was dependent on the level of achievement of a specified threshold, target or maximum number ofthree individual performance goals. Each goal was assigned a weighting, with the total weighting of the three goals withadding up to 100%. Achievement for each goal could range from 0% to 150% and was evaluated using a four point scale - did not meet expectations (0% - 40%); partially met expectations (41% - 80%); met expectations (81% - 120%); and exceeded expectations (121% - 150%) - and the final payout at 50%, 100% and 150% forwas a weighted average of the 2015 awards. Maximumperformance achieved. Therefore, the weighted maximum payout of the cash incentive awards was limited to 150%192.5% of the target award, and no cash incentive awards were eligible to be paid to the executives in the event that functional currency Adjusted EBITDA before incentive compensation expense 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. 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, we believe these awards not only motivate performance but also encourage retention of key employees. For 2015,2019, the cash incentive opportunities for our chief executive officer and his direct reports included a clawback provision. This clawback provision has a24-month look back and is triggered upon a financial restatement that results in lower bonus payouts than originally delivered. TheWe may modify our clawback provisions at any time and we may be required to do so when final SEC rules and exchange listing standards are adopted to implement the clawback provisions of 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.2010. The 20152019 target award opportunities for the named executive officers, reflected as a percentage of 20152019 base salary, were as follows:   Named Executive Officer   Target Award in Dollars         Target Award as a Percentage of       Base Salary*    Target Award in Dollars    Target Award as a Percentage of Base Salary* Ouimet   $1,112,400   120% Zimmerman    $1,000,000    125% Witherow   $416,000   100%    $514,100    100% Zimmerman   $550,000   100% Fisher    $561,000    100% Milkie   $276,000   75%    $446,600    100% Semmelroth   $249,900   85%    $374,900    100%   * The target award as a percentage of base salary for 20152019 was increased from the 20142018 percentage for Mr. MilkieZimmerman (from 65%115% for 2014)2018). See “Compensation Mix - 2015”2019” within this section above for further information. 32 / 2020 Proxy Statement | CEDAR FAIR, L.P. In 2015,2019, the Company achieved functional currency Adjusted EBITDA before incentive compensation expense and excluding results from the properties acquired in the Schlitterbahn Acquisition of $492.4$529.6  million,(2), which represented 105.7%101.8% of the target,target. SeeCompensation Discussion and based on this level of performance (2) See “CompensationAnalysis - Compensation Performance Measures” above on page 33Measures andCompensation Discussion and Analysis - Summary - Executive Compensation Decisions for an explanation of how we compute this measure. 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 150%118.4% of their respective targets. In addition, all of the executives successfully achieved allexceeded expectations with respect to each of their three individual performance goals, which was a significant contributing factor to our record results in 2015. As a result, all of our named executive officersand they were eligible for the payment of 150% of the individual performance-based portion of their respective targets.targets as follows: Mr. Zimmerman (140%), Mr. Witherow (135%), Mr. Fisher (135%), Mr. Milkie (141%) and Ms. Semmelroth (133%). The 20152019 cash incentive payouts for the named executive officers are set forth below:   Named Executive Officer   2015 Cash Incentive   Final Cash Incentive as a Percentage of 2015 Annual Salary    Cash Incentive Payout    Cash Incentive Payout as a Percentage of 2019 Annual Salary    Cash Incentive Payout as a Percentage of Target Ouimet   $1,668,600   180% Zimmerman    $1,216,400    152%    122% Witherow   $624,000   150%    $621,495    121%    121% Zimmerman   $825,000   150% Fisher    $678,193    121%    121% Milkie   $414,000   113%    $543,914    122%    122% Semmelroth   $374,850   128%    $452,092    121%    121% Discretionary Bonuses In consideration of our overall compensation objectives and the mix of different types of compensation that were awarded this year, no additional cash bonuses were paid to our named executive officers in fiscal year 2015.2019. Long-Term Incentive Compensation We provide long-term incentive compensation awards to senior management. Outstanding awards have been made under our 2008 and 2016 Omnibus Incentive Plans. Our 2016 Omnibus Incentive Plan which allows us to grant options, units, unit appreciation rights, performance awards and other types of unit-based awards. We use these types of awards because we believe they give key employees a proprietary and vested interest in our growth and performance and align key employees’ interests with those of our unitholders, while providing us a cost effective means of compensation. We also believe that the vesting schedule for these awards aids us in retaining executives and motivates superior performance over the long term. The 2016 Omnibus Incentive Plan that we have requested our unitholders approve at our 2016 annual meeting would allow us to make future unit-based awards. See Proposal 4 for more information. Targeted 20152019 Long-Term Incentive Compensation Over the past few years the Compensation Committee in consultation with Hay Group, has taken steps to modify ourOur long-term incentive program to realign the elements of the equity plan and to migrate toemphasizes a more performance-based approach with a continuing emphasis on alignmentthat aligns with unitholder interests. In furtherance of that performance-based approach, the 20152019 unit-based awards to each named executive officer included a mix of performance unit awards and time-based restricted units. The target awards were allocated 60% to performance-based awards and 40% to time-based restricted units. 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 portion of our increases to the total compensation opportunities for our COO, and our Executive Vice President and General Counsel, for 2015 were implemented through increases to their long-term incentive award opportunities, which were effected through increases to the target award opportunities as a percentage of base salary for those executives and the effect of the base salary increases. The dollar value of targeted award opportunities for our other named executive officers also were higher than those in 20142018 as a result of their increased salaries for 2015.2019. CEDAR FAIR, L.P. | 2020 Proxy Statement / 33 The long-term incentive award opportunities for the named executive officers’ 20152019 targeted direct compensation opportunities granted in October 2018 were as follows:   Named Executive Officer         Target LTI Award in Dollars*           Target LTI Award as a Percentage of   Base Salary*    Target LTI Award in Dollars    Target LTI Award as a Percentage of Base Salary* Ouimet   $3,244,500   350% Zimmerman    $2,200,000    275% Witherow   $582,400   140%    $925,380    180% Zimmerman   $1,100,000   200% Fisher    $1,122,000    200% Milkie   $368,000   100%    $602,910    135% Semmelroth   $294,000   100%    $468,625    125%   * The target award opportunities as a percentage of base salary for 2015 were increased from2019 for each of the 2014 percentages for Mr. Zimmerman (from 140% in 2014) and for Mr. Milkie (from 75% in 2014). See “Compensation Mix - 2015” for further information. The target award opportunities as a percentage of base salary for 2015 for Messrs. Ouimet and Witherow and for Ms. Semmelrothexecutive officers were the same as for 2014. * Excludes October 2015 long-term incentive awards.2018. See “Targeted 2016 Long-Term Incentive Compensation” below for a discussion of those awards.“Compensation Mix - 2019” within this section above. Our long-term performance-based awards have rolling three-year performance periods and related cumulative functional currency Adjusted EBITDA targets, and payouttargets. Payouts for the awards for the 20152019 compensation cycle isare based on the achievement of cumulative functional currency Adjusted EBITDA versus the target established for the 2015-20172019-2021 period. The 20152019 time-based restricted units vest in annual increments over a three-year period. These performance unit awards and restricted unit awards generally require continuous employment through the payment date, subject to certain exceptions contained in employment and grant agreements that provide for continued vesting in qualifying termination or change in control situations. Restricted units arenon-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 specified 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 madegranted in February 20152018 have a performance period of January 1, 2015-December2019—December 31, 2017,2021, and are based on the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during that period. Payouts of these awards will be at the following scale (with amounts interpolated between the various levels):   Level of Performance as a Percentage of Cumulative Functional Currency Adjusted EBITDA Target Achieved    Payout as a Percentage of Target Number of Units < 85%93% of target    No Payout = 85%³ 93% of target   50% =³ 100% of target   100% ³ 105% of target   150% •    February 2015 Restricted Unit Awards150% ³ 107% of target 200% 34 / 2020 Proxy Statement | CEDAR FAIR, L.P. 2019 Restricted Unit Awards Granted in 2018 We awarded the time-based restricted unit component of our 20152019 targeted total direct compensation to each of our executives in February of 2015.October 2018. The awards vest incrementally with one third of the award vesting each year over aan approximate three year period. The restricted period on each of the incremental portions of the award lapselapses upon the executive’s continuous employment through the identified restricted periods which expirelapse in February 2016, 20172020, 2021 and 2018,2022, respectively, and the awards will thereafter be unrestricted, subject to the employment and grant agreement provisions. These awards accrue distribution equivalents when we make distributions, which will be paid out in cash upon the lapse of the restricted period along with the original awards. The February 20152019 time-based restricted unit awards granted in 2018 were as follows:   Named Executive Officer 2019 Restricted Unit Awards Granted in 2018 Zimmerman    February 2015           Restricted Unit Awards           17,064  Ouimet 23,138 Witherow    4,1537,178  ZimmermanFisher    7,8458,703 Milkie    2,6244,676 Semmelroth    2,0973,635 2019-2021 Performance Unit Awards • 2015-2017 Performance Unit Awards We granted the performance unit award portion of our 20152019 total direct compensation to our executives in February of 2015.October 2018. The awards are subject to the achievement of the performance targets set by the Compensation Committee for the performance period of January 1, 2015-December2019-December 31, 2017,2021, and are based on the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during that period. The targets were increased by the Compensation Committee in August 2019 in contemplation of the anticipated impact of the Schlitterbahn Acquisition on Adjusted EBITDA. SeeCompensation Discussion and Analysis - Summary - Executive Compensation Decisions. These awards accrue distribution equivalents when we make distributions, which are deemed to be reinvested and paid out along with the original awards, subject to achievement of the same performance targets. The 2015-20172019-2021 awards will be paid after the end of the performance period only in units, consistent with our program’s focus on alignment with our unitholders. The target numbers of units for the February 20152019-2021 performance unit awards were as follows:   Named Executive Officer    2015-2017 2019-2021 Performance Unit Awards (Target) Zimmerman 25,596  Ouimet 34,707 Witherow    6,23010,766  ZimmermanFisher    11,76713,054 Milkie    3,9377,015 Semmelroth    3,1455,452 CEDAR FAIR, L.P. | 2020 Proxy Statement / 35 Performance Attained and Vesting of Prior Year (2013-2015)(2017-2019) Performance Unit Awards We have made similar performance unit awards to our named executive officers since 2012,for the last several years, based on the achievement of the performance targets set by the Compensation Committee for the applicable performance period. The performance period for the awards made in 2013for 2017 commenced on January 1, 2017 and ended on December 31, 2015,2019, and the 2013-2015 performance units vested and were paid out in March 2016.February 2020. The performance goals for the January 1, 2013 through December 31, 2015 performancethis period of the 2013 awards and related payout scale were as follows (with amounts interpolated between the various levels):   2013-2015 2017-2019 Cumulative Functional Currency Adjusted EBITDA*   Payout as a Percentage of Target Number of Units < $1,075,930,000$1,352,350,000    No Payout = $1,075,930,000³ $1,352,350,000    50% = $1,265,800,000³ $1,591,000,000    100% ³ $1,329,090,000$1,670,550,000    150% *See “Compensation Performance Measures” above on page 33 * SeeCompensation Discussion and Analysis - Compensation Performance Measures andCompensation Discussion and Analysis - Summary - Executive Compensation Decisions for an explanation of how we compute this measure. The Company achieved cumulative functional currency Adjusted EBITDA of $1,337,690,000$1,492.0 million from January 1, 20132017 through December 31, 2015,2019 (excluding results from the properties acquired in the Schlitterbahn Acquisition), which exceeded 105%resulted in achieving 93.8% of the performance target. As a result, the 2013-20152017-2019 performance units paid out at the maximum level allowable under the awards, which is capped at 150%79.3% of the target number of performance units. Targeted 2016 Long-Term Incentive Compensation As discussed above, the Company streamlined and expedited its budgeting process during 2015, and the Compensation Committee and Board decided to move the long-term incentive grants for 2016 to the preceding October meeting. Accordingly, the restricted units and performance unit awards that in the past would have been granted in February of 2016 were granted in October of 2015. As shown in the table below, the performance period and vesting schedules for the October 2015 awards are the same as they would have been had we made the awards in February 2016. The Company did not make additional equity grants to the named executive officers in February 2016, and plans to make equity-based long-term incentive grants for 2017 in October 2016. Grant Date: February 25, 2015 October 28, 2015* Performance Period:  (Performance Units) January 1, 2015- December 31, 2017 January 1, 2016- December 31, 2018  Vesting Dates:  (Restricted Units) 1/3 - February 2016 1/3 - February 2017 1/3 - February 2017 1/3 - February 2018 1/3 - February 2018 1/3 - February 2019 * Grant moved to October 2015. No additional awards made in February 2016. Because the grant dates for the 2015 and 2016 long-term incentive awards both fell in 2015 as a result of the transition, both sets of long-term incentive awards are included in the Summary Compensation Table for 2015 and Grants Table below. As a result, we have described the October 2015 awards in this CD&A, even though we view them as part of each executive’s total direct compensation opportunity for 2016. As with the 2015 long-term incentive awards, the unit-based portion of the 2016 total target direct compensation opportunity included a mix of 60% performance unit awards and 40% time-based restricted units. The long-term incentive award opportunities for the named executive officers’ 2016 targeted direct compensation opportunities were as follows:  Named Executive Officer       Target LTI Award in Dollars*         Target LTI Award as a Percentage of   Base Salary*  Ouimet   $3,342,500   350%  Witherow   $855,000   180%  Zimmerman   $1,134,000   200%  Milkie   $379,000   100%  Semmelroth   $357,500   110% * The target award opportunities as a percentage of base salary for 2016 were increased from the 2015 percentages for Mr. Witherow (from 140% in 2015) and for Ms. Semmelroth (from 100% in 2015). See “Compensation Mix - 2016.” The target award opportunities as a percentage of base salary for 2016 for Messrs. Ouimet, Zimmerman and Milkie were the same as for 2015. * Excludes February 2015 long-term incentive awards. See “Targeted 2015 Long-Term Incentive Compensation” above for a discussion of those awards. Payout for the 2016 cycle of performance awards is based on the achievement of cumulative functional currency Adjusted EBITDA versus the target established for the 2016-2018 period. The 2016 time-based restricted units vest in annual increments over a three-year period starting in February 2017. These performance unit awards and restricted unit awards generally are subject to the same employment requirements, termination vesting provisions, transfer restrictions and performance award payout scale as the performance awards that are part of our targeted total direct compensation for 2015. •            October 2015 Restricted Unit Awards We awarded the time-based restricted unit component of our 2016 targeted total direct compensation to our executives in October of 2015. The awards vest incrementally with one third of the award vesting each year over an approximate three year period. The restricted period on the incremental portions of the award lapse upon the executive’s continuous employment through the identified restricted periods which expire in February of 2017, 2018 and 2019, respectively, and the awards will thereafter be unrestricted, subject to the employment and grant agreement provisions. These awards accrue distribution equivalents when we make distributions, which will be paid out in cash upon the lapse of the restricted period along with the original awards. The October 2015 time-based restricted unit awards were as follows:  Named Executive Officer October 2015 Restricted Unit Awards  Ouimet 23,456  Witherow 6,000  Zimmerman 7,958  Milkie 2,660  Semmelroth 2,509 •            2016-2018 Performance Unit Awards We granted the performance unit award portion of our 2016 total direct compensation to our executives in October of 2015. The awards are subject to the achievement of the performance targets set by the Compensation Committee for the performance period of January 1, 2016-December 31, 2018, and are based on the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during that period. These awards accrue distribution equivalents when we make distributions, which are deemed to be reinvested and paid out along with the original awards, subject to achievement of the same performance targets. The 2016-2018 awards will be paid only in units, consistent with our program’s focus on alignment with our unitholders. The target numbers of units for the October 2015 performance unit awards were as follows:  Named Executive Officer 2016-2018       Performance Unit Awards (Target)        Ouimet 35,184  Witherow 9,000  Zimmerman 11,937  Milkie 3,989  Semmelroth 3,763 Employment Agreements We have entered into multi-year employment agreements with each of our named executive officers. These employment agreements serve as the starting point from which the Compensation Committee then continues the process in setting executive compensation. We believe that it is in the best interests of the Company to enter into multi-year employment agreements with our executive officers because the agreements foster long-term retention while still allowing the Compensation Committee to exercise considerable discretion in designing incentive compensation programs. OurWe entered into the current agreement with Mr. Ouimet runs through December 2016. OurZimmerman in 2017 that became effective in 2018 as part of our executive leadership transition process, and this agreement continues until Mr. Zimmerman’s employment is terminated as provided in the agreement. Each of our current agreements with our other executive officers took effect onautomatically renewed in December 12, 2014,2019, and the executives’ employment under the agreements continues through December 31, 2017,2021, subject to24-month automatic renewal periods until the agreement is terminated by one of the parties.parties terminates the agreement. Post-Employment and Change in Control Compensation Each employment agreement provides for certain benefits in termination andchange-in-control situations. In addition, certain of our incentive plans contain termination andchange-in-control provisions. The agreements that would apply to our named executive officers in a termination andchange-in-control situation are discussed in detail under “PotentialPotential Payments Upon Termination or Change in Control”Control section below. Retirement Programs Our named executive officers participate in ourtax-qualified Cedar Fair Retirement Savings Plan. This plan, or a similar plan, is available to all of our eligible employees and contains a 401(k) matching program as well as a profit sharing component. The annual amount of the profit sharing contribution is determined by the Board, after consideration of the Compensation Committee’s recommendation, by the Board, in its sole discretion. Our contributions to this plan for our named executive officers are included in the “All Other Compensation” column of theSummary Compensation Table on page 49.. In addition, Mr. Milkie has an account under our 2008 Supplemental Retirement Plan, which is described on page 65.within thePension Benefits for 2019 section. Additional contributions to this plan were discontinued in 2011, and we do not intend to have any other executive officers participate in this plan. 36 / 2020 Proxy Statement | CEDAR FAIR, L.P. Perquisites and Supplemental Compensation We provide perquisites or supplemental compensation to our named executive officers that we believe are reasonable, competitive and consistent with our overall compensation philosophy. We believe that these benefits generally enhance the competitiveness of our compensation packages and represent a small percentage of overall compensation. Mr. Ouimet’s employment agreement provides for supplemental compensation at an annual rate of $50,000, which is intended to provide for an annual amount in lieu of most individual perquisites other than an annual physical exam, de minimis perquisites such as discounts on our products and occasional one-time benefits. In 20152019, we provided Messrs. Zimmerman, Witherow and Milkie and Ms. Semmelroth with automobile allowances. Elements of 2020 Executive Compensation Compensation Mix - 2020 We also offerapproved 2020 targeted total direct compensation opportunities for all of our executives in late 2019. We did not make significant changes to our executive compensation program for 2020. The compensation opportunities for each of our executives reflect a mix similar to their 2019 mix, with an increased long-term incentive award opportunity for Messrs. Zimmerman, Witherow and Milkie to acknowledge their personal contributions and accomplishments associated with the strategic Schlitterbahn Acquisition that occurred last year. While the executives’ final compensation mix for 2020 is subject to change, including as a result of the impact of the ongoing coronavirus pandemic, the “Targeted 2020 Long-Term Incentive Compensation” within this section below discusses the unit-based awards currently in place for the 2020 compensation cycle. Because the grant date for the 2020 long-term incentive awards fell in 2019, the 2020 long-term incentive awards are included in theSummary Compensation Table for 2019 andGrants of Plan-Based Awards Table for 2019 below. As a result, we have described the fiscal 2020 awards granted in October 2019 in this CD&A, even though we view them as part of each executive’s total direct compensation opportunity for 2020. In addition, the Compensation Committee may take additional actions regarding 2020 executive compensation as it determines are warranted in response to the impact that results from the coronavirus pandemic. Targeted 2020 Long-Term Incentive Compensation The Compensation Committee and Board continued its practice of awarding the long-term incentive grants for a calendar year during the October meeting of the preceding year. Accordingly, the restricted units and performance unit awards related to targeted 2020 long-term incentive compensation were granted in October 2019. The performance period and vesting schedules for the October 2019 awards are the same as they would have been had we made the awards in February 2020. The Company did not make additional equity grants to the named executive officers in February 2020. As with the 2019 long-term incentive awards, the unit-based portion of the 2020 total target direct compensation opportunity included a mix of 60% performance unit awards and 40% time-based restricted units for our named executive officers discountsofficers. The long-term incentive award opportunities for the named executive officers’ 2020 targeted direct compensation opportunities were as follows: Named Executive Officer    Target LTI Award in Dollars*    Target LTI Award as a Percentage of Base Salary* Zimmerman    $2,550,000    300% Witherow    $1,064,000    200% Fisher    $1,200,000    200% Milkie    $713,000    155% Semmelroth    $502,500    125% * The target award opportunities as a percentage of base salary for 2020 were increased from the 2019 percentages for Messrs. Zimmerman (from 275% in 2019), Witherow (from 180% in 2019) and Milkie (from 135% in 2019). See “Compensation Mix - 2020” within this section above. The target award opportunities as a percentage of base salary for 2020 for Mr. Fisher and Ms. Semmelroth were the same as for 2019. Payouts for the 2020 cycle of performance awards are based on Company products and coverthe achievement of cumulative functional currency Adjusted EBITDA versus the target established for the 2020-2022 period. The 2020 time-based restricted units vest in annual physicalsincrements over a three-year period starting in February 2021 for our executives who desire that benefit. See Footnote 5named executive CEDAR FAIR, L.P. | 2020 Proxy Statement / 37 officers. The 2020 performance unit awards and restricted unit awards generally are subject to the Summarysame employment requirements, termination vesting provisions and transfer restrictions as the performance awards and restricted unit awards that are part of our targeted total direct compensation for 2019. 2020 Restricted Unit Awards Granted in 2019 We awarded the time-based restricted unit component of our 2020 targeted total direct compensation to our executives in October 2019. The awards vest incrementally with one third of the award vesting each year over an approximate three year period for the named executive officers. The restricted period on the incremental portions of the award lapse upon the executive’s continuous employment through the identified restricted periods which expire in February of 2021, 2022 and 2023, respectively, and the awards will thereafter be unrestricted, subject to the employment and grant agreement provisions. The time-based restricted unit awards accrue distribution equivalents when we make distributions, which will be paid out in cash upon the lapse of the restricted period along with the original awards. The 2020 time-based restricted unit awards granted in 2019 were as follows: Named Executive Officer 2020 Restricted Unit Awards Granted in 2019 Zimmerman 18,349 Witherow 7,656 Fisher 8,635 Milkie 5,130 Semmelroth 3,616 2020-2022 Performance Unit Awards We granted the performance unit award portion of our 2020 total direct compensation to our executives in October 2019. The awards are subject to the achievement of the performance targets set by the Compensation TableCommittee for the performance period from January 1, 2020 through December 31, 2022, and are based on page 49the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during that period. These awards accrue distribution equivalents when we make distributions, which are deemed to be reinvested and paid out along with the original awards, subject to achievement of the same performance targets. The 2020-2022 awards will be paid only in units, consistent with our program’s focus on alignment with our unitholders. Payouts of the Company 2020-2022 performance units will be calculated at the following scale (with amounts interpolated between the various levels): Level of Performance as a Percentage of Company Financial Target Achieved Payout as a Percentage of Target Award < 93% of target No Payout ³ 93% of target 50% ³ 100% of target 100% ³ 105% of target 150% ³ 107% of target 200% 38 / 2020 Proxy Statement | CEDAR FAIR, L.P. The target numbers of units for a discussion of when the value of perquisites is reported in that table.2020-2022 performance unit awards were as follows: Named Executive Officer 2020-2022 Performance Unit Awards (Target) Zimmerman 27,523 Witherow 11,484 Fisher 12,952 Milkie 7,696 Semmelroth 5,424 Risk Assessment Process The Compensation Committee has reviewed our compensation programs and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. This risk assessment process included a review of the design and operation of our compensation programs, consultation with our compensation consultants at Hay Group,Semler Brossy, review of a risk assessment matrix which aided us in the process of identifying and evaluating situations or compensation elements that may raise material risks, and an evaluation of the controls and processes we have in place to manage those risks. Because we provide different types of compensation, consider various factors in assessing Company and individual performance and, retain, at the Compensation Committee level, retain discretion in certain compensation matters, we believe that our compensation program provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term value creation and does not encourage our executives to take unreasonable risks with respect to our business. Impact of Tax and Accounting Considerations In adopting various executive compensation plans and packages, as well as in making certain executive compensation decisions, particularly with respect to grants of unit-based long-term incentive awards, the Compensation Committee considers the accounting treatment and the anticipated financial statement impact of such decisions, as well as the anticipated dilutive impact on our unitholders. As a result of our status as a Partnership, Section 162(m) of the Internal Revenue Code does not apply to Cedar Fair. Securities Trading Policy Our Company has a policy that executive officers andnon-employee directors may not purchase or sell our units when they may be in possession of nonpublic material information. In addition, this policy restricts short sale transactions and transactions involving put or call options relating to our securities. securities, pledging of our securities, and holding of our securities in margin accounts. CEDAR FAIR, L.P. | 2020 Proxy Statement / 39 SUMMARY COMPENSATION TABLE FOR 20152019 The table below summarizes the total compensation paid to or earned by each of the named executive officers for the fiscal years ended December 31, 2015, 20142019, 2018 and 2013.2017.   (a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)   Name and Principal Position   Year     Salary ($) (1)     Bonus ($)     Unit Awards ($) (2)     Option Awards ($) (3)     Non-Equity Incentive Plan Compensation ($) (4)       Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)     All Other Compensation ($) (5) (6)     Total ($)    Matthew A. Ouimet     2015      $ 961,840        $        —      $ 6,587,006      $ —      $ 1,668,600      $ —        $        73,868      $ 9,291,314        President and     Chief Executive Officer     2014      $ 900,000        $ —      $ 9,482,724      $ —      $ 1,108,674      $ —        $ 70,171      $   11,561,569        2013      $   875,000        (7 )    $ —      $ 1,274,997      $ 425,047      $       1,511,250      $ —              $ 81,611      $ 4,167,905     Brian C. Witherow     2015      $ 431,841        $ —      $   1,437,382      $ —      $ 624,000      $ —        $ 20,453      $ 2,513,676        Executive Vice President     and Chief Financial Officer     2014      $ 400,000        $ —      $ 559,989      $ —      $ 410,620      $ —        $ 31,521      $ 1,402,130        2013      $ 376,000              $ —      $ 282,002      $ 94,009      $ 423,000      $ —              $ 31,521      $ 1,206,532     Richard A. Zimmerman     2015      $ 570,723        $ —      $ 2,234,052      $ —      $ 825,000      $ —        $ 12,503      $ 3,642,278        Chief Operating Officer     2014      $ 525,000        $ —      $ 735,002      $ —      $ 499,563      $ —        $ 37,486      $ 1,797,051        2013      $ 457,000              $ —      $ 342,748      $   114,264      $ 514,125      $ —              $ 30,945      $ 1,459,082     Duffield E. Milkie     2015      $ 374,876        $ —      $ 746,999      $ —      $ 414,000      $ 3,498        (8 )    $ 20,453      $ 1,559,826        Executive Vice President     and General Counsel     2014      $ 350,000        $ —      $ 262,493      $ —      $ 233,541      $     13,098        (8 )    $ 20,171      $ 879,303        2013      $ 335,000              $ —      $ 188,445      $ 62,821      $ 301,500      $ —        (8 )    $ 20,171      $ 907,937     Kelley Semmelroth     2015      $ 305,360        $ —      $ 651,528      $ —      $ 374,850      $ —        $ 18,842      $ 1,350,580        Executive Vice President     and Chief Marketing Officer     2014      $ 285,000        $ —      $ 284,999      $ —      $ 248,805      $ —        $ 16,551      $ 835,355        2013      $ 258,000              $ —      $ 145,103      $ 48,382      $ 232,200      $ —              $ 16,551      $ 700,236    (a)   (b)     (c)       (d)       (e)       (f)       (g)       (h)     (i)       (j)   Name and Principal Position   Year     Salary ($) (1)         Bonus ($)         Unit Awards ($) (2)         Option Awards ($)           Non-Equity Incentive Plan Compensation ($) (3)             Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)     All Other Compensation ($) (4)           Total ($)   Richard A. Zimmerman   2019   $ 800,000       —     $ 2,550,024       —     $ 1,216,400       —       $ 19,496     $ 4,585,920   President and Chief Executive Officer   2018   $ 750,000       —     $ 2,199,976       —     $ 708,371       —       $ 32,980     $ 3,691,327     2017   $ 646,154       —     $ 2,062,490       —     $ 607,770       —       $ 38,453     $ 3,354,867                       Brian C. Witherow   2019   $ 514,100       —     $ 1,063,993       —     $ 621,495       —       $ 19,496     $ 2,219,084   Executive Vice President and Chief Financial Officer   2018   $ 503,979       —     $ 925,372       —     $ 489,515       —       $ 19,719     $ 1,938,585     2017   $ 525,838       —     $ 907,187       —     $ 495,636       —       $ 20,399     $ 1,949,060                                           Tim V. Fisher (5)   2019   $ 561,000       —     $ 1,200,021       —     $ 678,193       —       $ 8,400     $ 2,447,614   Chief Operating Officer   2018   $ 550,000       —     $ 1,122,008       —     $ 534,215       —         —     $ 2,206,223     2017     —       —       —       —       —       —         —       —   Duffield E. Milkie   2019   $ 446,600       —     $ 712,997       —     $ 543,914     $ 20,998     (6)   $ 19,239     $ 1,743,748   Executive Vice President and General Counsel   2018   $ 437,750       —     $ 602,905       —     $ 425,186     $ 8,099     (6)   $ 19,398     $ 1,493,338     2017   $ 446,865       —     $ 590,962       —     $ 430,504     $ 5,053     (6)   $ 20,013     $ 1,493,397                       Kelley S. Semmelroth   2019   $ 374,900       —     $ 502,534       —     $ 452,092       —         $ 19,239     $ 1,348,765   Executive Vice President and Chief Marketing Officer   2018   $ 367,500       —     $ 468,617       —     $ 356,953       —         $ 29,965     $ 1,223,035     2017   $ 368,750       —     $ 459,347       —     $ 354,533       —         $ 20,014     $ 1,202,644                                             (1) The 20152017 salary amounts include cash payments in lieu of vacation in the table were proratedfollowing amounts to reflect thatMessrs. Zimmerman: $46,154, Witherow: $36,538, Milkie: $21,865, and Ms. Semmelroth: $18,750. These payments represent a payout for earned and accrued vacation due to a change in the executives’ 2015 annual salaries were effective shortly after the beginning of the year and also reflect an additional pay period.Company’s vacation policy during 2017.   (2) The amounts in column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of unit-based awards other than options granted during the fiscal year ended December 31, 2015, 20142019, 2018 or 2013,2017, as applicable. The amounts included in thethis table for all performance unit awards were computed based on the probable outcome of the applicable performance conditions on the grant date, which was the target level of performance for all performance unit awards. As described in the Compensation Discussion and Analysis, we streamlined and expedited our budgeting process during 2015 and moved the long-term incentive grants for 2016 to the October 2015 meeting. This resulted in two sets of our regular program grants during the transition year (2015), which will be a one-time occurrence. As a result, the 2015The 2019 amount for each executive includes: includes the grant date fair value of the February 20152020 restricted unit awards granted in 2019 and the February 2015 performance unit awards for the 2015-20172020-2022 performance period granted in 2019, which we view as part of the executives’ targeted total direct compensation opportunities for 2015; and also the grant date fair value of the October 2015 restricted unit awards and the October 2015 performance unit awards for the 2016-2018 performance period, which we view as part of the executives’ targeted total direct compensation opportunities for 2016. 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, and we did not make additional equity grants to the named executive officers in February 2016.2020. The ASC Topic 718 grant date fair valuesvalue of the 2015-2017 2020-2022 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. Ouimet - $1,946,716Zimmerman—$1,530,004 (target), $2,920,073$3,060,008 (maximum); Mr. Witherow - $349,441$638,396 (target), $524,161$1,276,792 (maximum); Mr. ZimmermanFisher - $660,011$720,002 (target), $990,017$1,440,004 (maximum); Mr. Milkie - $220,826$427,821 (target), $331,240$855,642 (maximum); and Ms. Semmelroth - $176,403$301,520 (target), $264,605$603,040 (maximum). 40 / 2020 Proxy Statement | CEDAR FAIR, L.P. The 2018 amount for each executive includes the grant date fair value of the 2019 restricted unit awards granted in 2018 and the performance unit awards for the 2019-2021 performance period granted in 2018, which we view as part of the executives’ targeted total direct compensation opportunities for 2019. The ASC Topic 718 grant date fair valuesvalue of the 2016-20182019-2021 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. OuimetZimmerman - $2,005,488$1,319,986 (target), $3,008,232$2,639,971 (maximum); Mr. Witherow - $513,000$555,203 (target), $769,500$1,110,405 (maximum); Mr. ZimmermanFisher - $680,409$673,195 (target), $1,020,614$1,346,390 (maximum); Mr. Milkie - $227,373$361,764 (target), $341,060$723,527 (maximum); and Ms. Semmelroth - $214,491$281,160 (target), $321,737$562,319 (maximum). The 20142017 amount for each executive includes the grant date fair value of the February 20142018 restricted unit awards granted in 2017 and the February 2014 functional currency Adjusted EBITDA-based performance unit awards for the 2014-20162018-2020 performance period. The 2014 amountperiod granted in 2017, which we view as part of the executives’ targeted total direct compensation opportunities for Mr. Ouimet also includes the grant date fair value of his supplemental March 2014 performance-based retention unit award.2018. The ASC Topic 718 grant date fair values of the functional currency Adjusted EBITDA-based 2014-20162018-2020 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. OuimetZimmerman - $1,891,823$1,237,469 (target), $2,837,761$1,856,235 (maximum); Mr. Witherow - $336,015$544,312 (target), $504,050 (maximum); Mr. Zimmerman - $441,023 (target), $661,535$816,499 (maximum); Mr. Milkie - $157,485$354,602 (target), $236,255 (maximum); and Ms. Semmelroth- $171,010 (target), $256,515 (maximum). The ASC 718 grant date fair value of Mr. Ouimet’s March 2014 performance-based retention unit award assuming target and maximum level of performance each are $6,329,722. The 2013 amount for each executive includes the grant date fair value for the February 2013 restricted unit awards and the February 2013 performance unit awards for the 2013-2015 performance period. The ASC Topic 718 grant date fair values of the 2013-2015 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. Ouimet—$849,998 (target), $1,274,997 (maximum); Mr. Witherow - $188,002 (target), $282,003 (maximum); Mr. Zimmerman - $228,499 (target), $342,749 (maximum); Mr. Milkie - $125,630 (target), $188,445$531,934 (maximum); and Ms. Semmelroth - $96,735$275,608 (target), $145,103$413,443 (maximum). Assumptions used in the calculation of these amounts are discussed in Note 79 to the Partnership’s audited financial statements for the fiscal year ended December 31, 2015,2019, included in the Partnership’s Form10-K filed with the Securities and Exchange Commission on February 26, 2016.21, 2020.   (3) The amounts in column (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of unit options awarded to the named executive officers in the applicable year. Assumptions used in the calculation of these amounts are discussed in Note 7 to the Partnership’s audited financial statements for the fiscal year ended December 31, 2015, included in the Partnership’s Form 10-K filed with the Securities and Exchange Commission on February 26, 2016. We did not award any options in 2014 or 2015. (4) The amounts in column (g) reflect cash incentive awards to the named executive officers for 2015, 20142019, 2018 and 2013.2017. See the discussion under “CashCompensation Discussion and Analysis - Elements of 2019 Executive Compensation - Cash Incentive ProgramAwards andNarrative to Summary Compensation and Grants of Plan-Based Awards Tables - Cash Incentive Awards and Bonuses” on page 55 for additional information.Bonuses.   (5)(4) The amounts shown in column (i) reflect, for each named executive officer, 401(k) matching contributions of 3% of pay and reflect profit sharing contributions of 4% of pay up to the respective limitations imposed under rules of the Internal Revenue Service. The 20152019 profit sharing contributions for each named executive officer were $12,503. The amounts in column (i) also reflect, for each named executive officer for whom the total value of perquisites received in a given year was at least $10,000, the aggregate value of perquisites received in that year. The 2015 amount shown in column (i) for Mr. Ouimet includes the supplemental compensation earned for 2015 under Mr. Ouimet’s employment agreement ($50,000) and the cost of a physical exam. See “Employment Agreements” for additional discussion of Mr. Ouimet’s employment agreement.$11,096. For additional discussion of contributions that we make for our named executive officers under our Retirement Savings Plan and of perquisites we provide our named executive officers, see “CompensationCompensation Discussion and Analysis - Elements of 20152019 Executive Compensation - Retirement Programs”Programs and “CompensationCompensation Discussion and Analysis - Elements of 20152019 Executive Compensation - Perquisites and Supplemental Compensation.”.   (5) (6) The value attributable to the personal use of company-provided automobiles (calculated in accordance with Internal Revenue Service guidelines) is included Mr. Fisher joined Cedar Fair as compensationChief Operating Officer on the W-2 of named executive officers who receive such benefits. This value is included in column (i) for each named executive officer for whom the total value of perquisites for the year was $10,000 or more. Each named executive officer is responsible for paying income tax on such amount.December 18, 2017.   (6) (7) Mr. Ouimet’s 2013 annual salary reflects the mid-year increase in his base salary pursuant to the 2013 amendment to his employment contract. (8) The 2015 amountamounts in column (h) reflectsreflect for the applicable year the aggregate changeschange in the actuarial present value of Mr. Milkie’s accumulated benefit under the 2008 Supplemental Retirement Plan. Mr. Milkie’s pension value decreased by $8,949 during 2013. CEDAR FAIR, L.P. | 2020 Proxy Statement / 41 GRANTS OF PLAN BASEDPLAN-BASED AWARDS TABLE FOR 20152019   (a)   (b)     (c)     (d)     (e)     (f)       (g)       (h)       (i)     (j)     (k)     (l)        (b)     (c)     (d)     (e)          (f)     (g)     (h)     (i)   (j)     (k)     (l)           Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)     Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Unit Awards: Number of Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($)     Grant Date Fair Value of Unit and Option Awards ($)          Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)            Estimated Future Payouts Under Equity Incentive Plan Awards           All Other Option Awards: Number of Securities Underlying Options (#)                     Exercise or Base Price of Option Awards ($/unit)                 Grant Date Fair Value of Unit and Option Awards ($)             Name   Grant Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)          Target (#)          Maximum (#)               Grant Date         Threshold ($)         Target ($)         Maximum ($)            Threshold (#)         Target (#)         Maximum (#)         All Other Unit Awards: Number of Units (#)           Ouimet     2/25/15      $ —      $ —      $ —        17,354      (2)        34,707      (2)        52,061      (2)        —          —      $       —      $   1,946,716                    10/28/15      $  —      $ —      $ —        17,592      (3)        35,184      (3)        52,776      (3)        —          —      $ —      $ 2,005,488                Zimmerman      10/30/19       —       —       —            13,762     (2 )    27,523     (2 )    55,046     (2 )      —           —       —     $ 1,530,004       2/25/15      $ —      $ —      $ —        —          —          —          23,138      (4)        —      $ —      $ 1,297,810                     10/30/19       —       —       —          —         —         —       18,349     (3 )      —       —     $ 1,020,021       10/28/15      $ —      $ —      $ —        —          —          —          23,456      (5)        —      $ —      $ 1,336,992                     $ 425,000     $ 1,000,000     $ 1,925,000          —         —         —         —         —       —       —       —      $    ��839,862      $     1,112,400      $   1,668,600        —            —            —            —            —      $ —      $ —    Witherow     2/25/15      $ —      $ —      $ —        3,115      (2)        6,230      (2)        9,345      (2)        —          —      $ —      $ 349,441         10/30/19       —       —       —          5,742     (2 )    11,484     (2 )    22,968     (2 )      —         —       —     $ 638,396                   10/28/15      $ —      $ —      $ —        4,500      (3)        9,000      (3)        13,500      (3)        —          —      $ —      $ 513,000         10/30/19       —       —       —          —         —         —       7,656     (3 )      —       —     $ 425,597                   2/25/15      $ —      $ —      $ —        —          —          —          4,153      (4)        —      $ —      $ 232,942         $ 218,493     $ 514,100     $ 989,643          —         —         —         —         —       —       —                   10/28/15      $ —      $ —      $ —        —          —          —          6,000      (5)        —      $ —      $ 342,000                    —      $ 314,080      $ 416,000      $ 624,000        —            —            —            —            —      $ —      $ —    Zimmerman     2/25/15      $ —      $ —      $ —        5,884      (2)        11,767      (2)        17,651      (2)        —          —      $ —      $ 660,011                    10/28/15      $ —      $ —      $ —        5,969      (3)        11,937      (3)        17,906      (3)        —          —      $ —      $ 680,409                Fisher      10/30/19       —       —       —          6,476     (2 )    12,952     (2 )    25,904     (2 )      —         —       —     $ 720,002       2/25/15      $ —      $ —      $ —        —          —          —          7,845      (4)        —      $ —      $ 440,026                     10/30/19       —       —       —          —         —         —       8,635     (3 )      —       —     $ 480,020       10/28/15      $ —      $ —      $ —        —          —          —          7,958      (5)        —      $ —      $ 453,606                     $ 238,425     $ 561,000     $ 1,079,925          —         —         —         —         —       —       —       —      $ 415,250      $ 550,000      $ 825,000        —            —            —            —            —      $ —      $ —    Milkie     2/25/15      $ —      $ —      $ —        1,969      (2)        3,937      (2)        5,906      (2)        —          —      $ —      $ 220,826         10/30/19       —       —       —          3,848     (2 )    7,696     (2 )    15,392     (2 )      —         —       —     $ 427,821                   10/28/15      $ —      $ —      $ —        1,995      (3)        3,989      (3)        5,984      (3)        —          —      $ —      $ 227,373         10/30/19       —       —       —          —         —         —       5,130     (3 )      —       —     $ 285,177                   2/25/15      $ —      $ —      $ —        —          —          —          2,624      (4)        —      $ —      $ 147,180         $ 189,805     $ 446,600     $ 859,705          —         —         —         —         —       —       —                   10/28/15      $ —      $ —      $ —        —          —          —          2,660      (5)        —      $ —      $ 151,620                    —      $ 208,380      $ 276,000      $ 414,000        —            —            —            —            —      $ —      $ —    Semmelroth     2/25/15      $ —    �� $ —      $ —        1,573      (2)        3,145      (2)        4,718      (2)        —          —      $ —      $ 176,403         10/30/19       —       —       —          2,712     (2 )    5,424     (2 )    10,848     (2 )      —         —       —     $ 301,520                   10/28/15      $ —      $ —      $ —        1,882      (3)        3,763      (3)        5,645      (3)        —          —      $ —      $ 214,491         10/30/19       —       —       —          —         —         —       3,616     (3 )      —       —     $ 201,013                   2/25/15      $ —      $ —      $ —        —          —          —          2,097      (4)        —      $ —      $ 117,621         $ 159,333     $ 374,900     $ 721,683          —         —         —         —         —       —       —                   10/28/15      $ —      $ —      $ —        —          —          —          2,509      (5)        —      $ —      $ 143,013                    —      $ 188,675      $ 249,900      $ 374,850        —            —            —            —            —      $ —      $ —      (1) These columns show possible payouts under 20152019 cash incentive awards that were based on the achievement of the Company and individual performance measures established in February 2015.2019. The threshold, target and maximum opportunities in column (c), (d) and (e), respectively, assume achievement of the threshold, target or maximum level of both the Company performance goals, and assume 0% payout, 100% payout and 150% payout on the individual component. There is an additional level in between target and maximum for the Company performance goals for which 150% of the target award could be earned. There is no threshold for the individual performance goals, as applicable.component, and payout on the individual portion of the award for achieving targeted performance (i.e. met expectations) could range from 81% to 120%. Actual amounts paid with respect to these awards are reported in column (g)  of theSummary Compensation Table for 2015.2019. See “CompensationCompensation Discussion and Analysis - Elements of 2019 Executive Compensation - Cash Incentive Program”Awards and “NarrativesNarrative to Summary Compensation and Grants of Plan BasedPlan-Based Awards Tables - Cash Incentive Program Awards and Bonuses.”Bonuses.   (2) Amounts reflect a multi-year performance unit award for the January 1, 20152020 - December 31, 20172022 performance period. The threshold, target and maximum potential number of performance units that may be earned is set forth in columns (f), (g) and (h). In addition to the threshold, target and maximum levels, there is an additional level in between target and maximum for which 150% of the target award could be earned. Payouts will be based on the level of achievement of consolidated functional currency Adjusted EBITDA versus specified threshold, target and maximum levels of performance over the three-year period. See “CompensationCompensation Discussion &and Analysis - Elements of 20152020 Executive Compensation - Targeted 20152020 Long-Term Incentive Compensation - 2015-20172020-2022 Performance Unit Awards”Awards and “NarrativeNarrative to Summary Compensation and Grants of Plan BasedPlan-Based Awards Tables - Performance Unit Awards - Functional Currency Adjusted EBITDA-Based Performance Units.”Units.   (3) Amounts reflect a multi-year performance unit award for the January 1, 2016 - December 31, 2018 performance period. The threshold, target and maximum potential number of performance units that may be earned is set forth in columns (f), (g) and (h). Payouts will be based on the level of achievement of consolidated functional currency Adjusted EBITDA versus specified threshold, target and maximum levels of performance over the three-year period. See “Compensation Discussion & Analysis - Elements of 2015 Executive Compensation - Targeted 2016 Long-Term Incentive Compensation - 2016-2018 Performance Unit Awards” and “Narrative to Summary Compensation and Grants of Plan Based Awards Tables - Performance Unit Awards—Functional Currency Adjusted EBITDA-Based Performance Units.” (4) Amounts reflect time-based restricted units. The February 2015 awards vest ratably over a three-year period beginning in February 2016.2021. See “CompensationCompensation Discussion &and Analysis - Elements of 20152020 Executive Compensation - Targeted 20152020 Long-Term Incentive Compensation - February 20152020 Restricted Unit Awards”Awards Granted in 2019 and “NarrativeNarrative to Summary Compensation and Grants of Plan BasedPlan-Based Awards Tables - Restricted Unit Awards.”Awards.   (5) Amounts reflect time-based restricted units. The October 2015 awards vest ratably over a three-year period beginning in February 2017. See “Compensation Discussion & Analysis - Elements of 2015 Executive Compensation - Targeted 2016 Long-Term Incentive Compensation - October 2015 Restricted Unit Awards” and “Narrative to Summary Compensation and Grants of Plan Based Awards Tables - Restricted Unit Awards.” 42 / 2020 Proxy Statement | CEDAR FAIR, L.P. NARRATIVE TO SUMMARY COMPENSATION AND GRANTS OF PLAN BASEDPLAN-BASED AWARDS TABLES The description that follows summarizes the terms and conditions of our employment agreements with Messrs. Ouimet,Zimmerman, Witherow, ZimmermanFisher and Milkie and Ms. Semmelroth. It also summarizes the terms of and the programs under which the compensation reflected in the tables for our named executive officers was awarded. Additional information is provided in the “CompensationCompensation Discussion and Analysis”Analysis and “PotentialPotential Payments upon Termination or Change in Control”Control sections. Employment Agreements We have an employment agreement with MatthewRichard A. Ouimet,Zimmerman, our president and chief executive officer, which was last amended and restatedentered into in October 20132017, took effect in January 2018 and which will terminate December 31, 2016.continue indefinitely until his employment is terminated under the terms of the employment agreement. The agreement increasedestablishes Mr. Ouimet’sZimmerman’s base salary from $850,000 to $900,000 (retroactive to July 1, 2013),at an annual rate of $750,000 commencing in 2018 which his base salary will be reviewed from time to time but will not be subject to decrease except in the event of salary reductions applicable to substantially all of our senior executives. Under the agreement, during his employment period, Mr. OuimetZimmerman is eligible to participate in our cash incentive compensation plans and equity incentive plans, including our 20082016 Omnibus Incentive Plan, at a level appropriate to his respective position and performance, as determined by the Board. Per the terms of thehis employment contract, the target cash incentive award for 2013 was based on the performance metrics established in February 2013 and the targeted cash award was calculated as a blend of 110% of $850,000 and 120% of $900,000, both prorated for actual time the base salaries were in effect for 2013. For 2014,agreement, the target cash incentive award was 120%115% of his base salary. The agreement also provides that for 2015 and thereafter, the maximum annualhis cash incentive payable by Cedar Fair is 180%targets will be reviewed from time to time but will not be subject to decrease except in the event of his base salary (which represents 150%a target reduction applicable to substantially all of the target) and the minimum payment threshold is 90% of the target performance threshold.our senior executives. The agreement provides that, if Mr. Ouimet’sZimmerman’s respective employment is terminated, in certain situations he becomes fully vested in any equity awards made under Cedar Fair’s Omnibus Incentive Plan that vest within 18 months after his termination of employment. Any Omnibus Plan equity awards will immediately vest upon a change in control under thehis agreement. Any calendar year cash incentive compensation awards are to be paid to Mr. OuimetZimmerman at the same time as our other senior executives and no later than March 15 following the end of the year. Mr. OuimetZimmerman generally must be employed on the last day of the year to receive a cash incentive award for that year, but the agreement specifiesagreements specify certain situations where a termination of employment would not result in forfeiture of a cash incentive award. See the “PotentialPotential Payments Upon Termination or Change in Control”Control section for detailed descriptions of the above-described situations and other potential termination and change in control benefits. Mr. Ouimet’s agreement provides for supplemental compensation at an annual rate of $50,000, payable in monthly installments and for us to cover the cost of an annual physical exam. The employment agreement does not limit the manner in which Mr. Ouimet may spend his supplemental compensation. In addition, Mr. OuimetZimmerman is eligible to participate in any benefit and compensation plans that we offer from time to time, including medical, disability, life insurance, 401(k) and deferred compensation plans, on the same basis as our other senior executives, and he is entitled to four weeks of annual paid vacation days. The agreement containsnon-competition, confidentiality,non-disparagement and assignment of inventions provisions and a clawback provision in favor of Cedar Fair that is further described below. We haveOur employment agreements with Mr. Witherow (our executive vice president and chief financial officer), Mr. ZimmermanFisher (our chief operating officer), Mr. Milkie (our executive vice president and general counsel), and Ms. Semmelroth (our executive vice president and chief marketing officer), which we last updated and standardized effective December 12, 2014. were automatically renewed on January 1, 2020. The executives’ employment will continue under these employmentthe agreements continues through December 31, 2017. The agreements will renew automatically for a 2021, subject to24-month period commencing on January 1, 2018 and on every 24-month anniversary thereafter, unless automatic renewal periods until either party provides written notice of its intent to terminate the agreement at least 60 days prior to the automatic renewal date. The agreements entitle each executive to receive a specified annual base salary, which will be reviewed from time to time but will not be subject to decrease except in the event of salary reductions applicable to substantially all of our senior executives. The minimum annual base salary amounts specified in the agreements (excluding Mr. Fisher’s agreement), which were effective beginning January 2015, are: Mr. Witherow, $416,000; Mr. Zimmerman, $550,000; Mr. Milkie, $368,000; and Ms. Semmelroth, $294,000. Mr. Fisher’s agreement established his minimum base salary at an annual rate of $550,000 commencing in 2018. During the employment period, each executive is eligible to participate in our cash incentive compensation plans and equity incentive plans, including our 2008 Omnibus Incentive Plan, at a level appropriate to his or her position and performance, as determined by the Board. Any Omnibus Plan equity awards will immediately vest upon a change in control under the agreement. Any calendar year cash incentive awards are to be paid to the executive at the same time as our other senior executives and no later than March 15 following the end of the year. The executives generally must be employed on the last day of the year to receive a cash incentive award for that year, but the agreement specifies certain situations where a termination of employment would not result in forfeiture of a cash incentive award. The agreement also provides that, if employment is terminated in certain situations, the executive CEDAR FAIR, L.P. | 2020 Proxy Statement / 43 will become fully vested in any equity awards made under Cedar Fair’s Omnibus Incentive Plan that vest within 18 months after the termination of employment. See the “PotentialPotential Payments Upon Termination or Change in Control”Control section for detailed descriptions of those situations and other potential termination and change in control benefits. In addition, each executive is eligible to participate in any benefit and compensation plans that we offer from time to time, including medical, disability, life insurance, 401(k) and deferred compensation plans, on the same basis as our other senior executives (other than the CEO), and the executive is entitled to annual vacation days and reimbursement for reasonable business expenses incurred in performing his or her duties in accordance with policies that we maintain from time to time. Each agreement contains noncompetition, confidentiality,non-disparagement and assignment of inventions provisions and a clawback provision in favor of Cedar Fair that is further described below. Under the clawback provisions of our employment agreements, our Board may require an executive to return their incentive compensation paid or granted within the preceding twenty-four months, if (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Cedar Fair’s financial statements filed with the Securities and Exchange Commission, (ii) the Board determines that the executive engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement, and (iii) a lower payment would have been made based upon the restated financial results. For a discussion of the benefits that would be provided by the employment agreements in the event of each executive’s death, retirement, disability or other terminations or upon a change in control, see “PotentialPotential Payments Upon Termination or Change in Control”Control in this proxy statement. Cash Incentive Program Awards and Bonuses The amounts reported in column (g)  of theSummary Compensation Table represent final payouts of cash incentive awards for 2015, 20142019, 2018 and 2013,2017, which were tied to the achievement of performance measures and target award opportunities established by March of the applicable year, except for Mr. Ouimet’s 2013 target award opportunity, which was established in February 2013year. For 2019, 2018 and later increased in connection with his employment agreement amendment. For 2015, 2014, and 2013,2017, 85% of the target cash incentive award opportunities were based on a target for consolidated functional currency Adjusted EBITDA before incentive compensation expense for the year, and 15% of the target cash incentive awards were based upon the achievement of individual performance goals. PayoutsFor 2018 and 2017, payouts could range from 0% up to a maximum of 150% of the target award, and specific threshold, target and maximum levels of performance and related payout scales were established for both the Company and individual portions of the awards. For 2019, payout of the Company portion of the award could range from 0% up to a maximum of 200% of the target award, and specific threshold, target and maximum levels of performance and related payout scales were established. In addition to the threshold, target and maximum levels, there is an additional level for the Company portion of the award between target and maximum for which 150% of the target award could be earned. Payout of the individual performance-based portion of the award could range from 0% to 150% and is dependent on the level of achievement of three individual goals. The threshold, target and maximum cash incentive awards for 20152019 are reported in columns (c), (d) and (e), respectively, of theGrants of Plan BasedPlan-Based Awards Table for 2015.. For additional detail regarding our cash incentive award program and the 20152019 cash incentive awards (including the percentage of 20152019 base salary represented by each executive’s target award opportunity, payout scales established, and the payout levels for 20152019 for the Company and individual portions of the awards and the payout received as a percentage of base salary for each executive for 2015)2019), see “CompensationCompensation Discussion and Analysis - Elements of 20152019 Executive Compensation - Cash Incentive Program.”Awards. No additional cash bonuses were awarded to our named executive officers for 2015.2019. Option Grants We did not award options to our named executive officers in 20142019, 2018 or 2015. The grant date fair values of the 2013 option awards are set forth in the Option Awards column (f) of the Summary Compensation Table for that year. These options vest in three equal annual installments on the anniversary of the grant date and will expire on the earlier of the ten year anniversary of the grant date or the date that is thirty (30) days after a separation from service, as defined in the 2008 Omnibus Incentive Plan. Any outstanding unvested options will vest and become fully exercisable in the event of a change in control, as defined in the 2008 Omnibus Incentive Plan. The named executive officers will become fully vested in any options that are scheduled to vest within eighteen months following certain terminations, and those options will expire thirty calendar days after the vesting date.2017. 44 / 2020 Proxy Statement | CEDAR FAIR, L.P. Restricted Unit Awards We made time-based restricted unit grants to our named executive officers in October 2015, February 2015, February 2014,2019, 2018 and February 2013.2017. The grant date fair values of these restricted units are included in the applicable year’s amounts in the Unit Awards column (e) of theSummary Compensation Table.Table. The numbers of units granted and grant date fair values of the 20152019 awards are set forth in columns (i) and (l) of theGrants of Plan-Based Awards Table.Table. The restricted period on these awards will lapse upon the executive’s continuous employment through the applicable vesting dates, as follows:   Grant:    February 20132018 Restricted Unit Awards Granted in 2017   February 2014 2019 Restricted Unit Awards Granted in 2018   February 2015 October 2015(1)2020 Restricted Unit Awards Granted in 2019 Vesting Dates:    Vesting Dates: Cliff Vest (all units) -   1/3 - February 20152019 (2)(1) 1/3 - February 2020 (1)    1/3 - February 2016(2)2021   1/3 - February 2017 December 31, 20152020 (2)(1) 1/3 - February 2016(2) 1/3 - February 2017 1/3 - February 2018        1/3 - February 20172021        1/3 - February 20182022   1/3 - February 20192021     1/3 - February 2022     1/3 - February 2023   (1) Grant moved to October 2015. No additional awards made in February 2016. (2) Vested prior to the date of this proxy statement. The executive is unable to sell, transfer, pledge or assign restricted units during the applicable restricted period and will not receive any payments or distributions during that period, but the executive may vote the restricted units during the restricted period. The restricted units will accumulate distribution equivalents if and to the extent that we make distributions on our units during the restricted period in the same form as any such distributions. Upon the expiration of the applicable restricted period, the units will thereafter be unrestricted and any accrued distribution equivalents will be paid promptly. Our employment agreements provide for 18 month continued vesting of these restricted units for qualifying terminations. Otherwise, executives will forfeit their restricted units and any distribution equivalents if they do not satisfy the continuous employment requirement, except in the cases of death, disability, retirement and change in control. See the following discussions within the “For additional detail, seeCompensation Discussion and Analysis - Elements of 20152020 Executive Compensation” section for more information: “-Compensation - Targeted 20152020 Long-Term Incentive Compensation”Compensation (and the “- February 20152020 Restricted Unit Awards”Awards Granted in 2019” discussion therein), and “-Compensation Discussion and Analysis - Elements of 2019 Executive Compensation - Targeted 20162019 Long-Term Incentive Compensation”Compensation (and the “- October 20152019 Restricted Unit Awards”Awards Granted in 2018” discussion therein). Performance Unit Awards Functional Currency Adjusted EBITDA-Based Performance Units We made performance unit awards to each of our named executive officers in October 2015, February 2015, February 2014,2019, 2018 and February 2013,2017, which are subject to the level of achievement of cumulative functional currency Adjusted EBITDA versus the target set by the Compensation Committee for the respective performance periods, as follows:   Grant: 2018 Performance Unit Awards Granted in 2017 2019 Performance Unit Awards Granted in 2018 2020 Performance Unit Awards Granted in 2019 Grant: February 2013(1) February 2014 February 2015 October 2015(2) Performance Period:    January 1, 20132018 - December 31, 20152020    January 1, 20142019 - December 31, 20162021    January 1, 20152020 - December 31, 2017 January 1, 2016 - December 31, 2018 2022 (1) Earned portion vested prior to the date of this proxy statement. (2) Grant moved to October 2015. No additional awards made in February 2016. Executives are eligible to receive up to 150% of the target number of potential performance units for the applicable performance period.period for the 2018-2020 performance unit awards and up to 200% of the target number of potential performance units for the applicable performance period for the 2019-2021 and 2020-2022 performance unit awards. Payouts will be made based on a sliding scale of performance objectives, and no awards will be paid if the threshold performance level is not achieved. The threshold, target and maximum numbers of units for the named executive officers’ 2016-2018 and 2015-20172020-2022 performance unit awards are set forth in columns (f), (g) and (h), respectively, of theGrants of Plan-Based Awards Table. In addition to the threshold, target and maximum levels, there is an additional level between target and maximum for 2015.which 150% of the target award could be earned. The grant date fair values of the 2016-2018 and 2015-20172020-2022 performance unit awards, calculated in accordance with ASC Topic 718 and based upon the CEDAR FAIR, L.P. | 2020 Proxy Statement / 45 probable outcome of the performance conditions, are reported in column (l)  of theGrants of Plan-Based Awards Table for 2015 and are included in the 20152019 amounts set forth in the Unit Awards column (e) of theSummary Compensation Table.Table. The grant date fair values of the 2014-20162019-2021 performance unit awards and 2013-2015of the 2018-2020 performance unit awards, calculated in accordance with ASC Topic 718 and based upon the probable outcome of the performance conditions, are included in the 20142018 and 20132017 amounts set forth in the Unit Awards column (e) of theSummary Compensation Table, respectively. Distribution equivalents are earned on the number of performance units that become payable if and to the extent we make distributions on our units after the grant date and before the payment date of the award. Awards will be paid after the end of the performance period and by March of the following year. The 2015-2017 and 2016-2018All awards will be paid onlypayable in units, and the 2013-2015 and 2014-2016 awards may be paid in the form of units, cash or a combination of both, as determined by the Compensation Committee.units. Our employment agreements provide for 18 month continued vesting of these performance awards following qualifying terminations. Otherwise, an executive must remain in continuous employment with us through the payment date or will forfeit the entire award, except that awards will be prorated in the event of death, disability or retirement, and that awards will be deemed earned and payable in full at the target level in the event of a change in control. For additional detail regarding the 2016-20182020-2022 performance units (including the payout scale for the awards), see “-Compensation Discussion and Analysis - Elements of 2020 Executive Compensation - Targeted 20162020 Long-Term Incentive Compensation”Compensation (and the “- 2016-20182020-2022 Performance Unit Awards” discussion therein) included in the “Elements of 2015 Compensation” portion of the “Compensation Discussion and Analysis.”. For additional detail regarding the 2015-20172019-2021 performance units (including the payout scale forof the awards), see “-Compensation Discussion and Analysis - Elements of 2019 Executive Compensation - Targeted 20152019 Long-Term Incentive Compensation”Compensation (and the “- 2015-20172019-2021 Performance Unit Awards” discussion therein) included in the “Elements of 2015 Compensation” portion of the “Compensation Discussion and Analysis.” 2014 Performance-Based Retention Grant We made a supplemental performance-based retention unit award to Mr. Ouimet in March 2014 to recognize the key role he has played in the Company’s record-setting growth and unitholder returns in recent years and to incentivize his continued stewardship and focus on the execution of the Company’s strategic plan beyond the current term of his employment agreement. Mr. Ouimet is eligible to receive up to 124,234 potential performance units under the award. The award payout is subject to the achievement of the performance targets set by the Compensation Committee for the January 1, 2014-December 31, 2016 period, and will be based on the level of achievement of the three (3) years total unitholder return compared to our identified peer group during that period and calculated on an annualized basis, as follows:.   2014-2016 Total Unitholder Return relative to Peer Group46 / 2020 Proxy Statement | CEDAR FAIR, L.P.    % of Units Earned  Greater than the Median of the Peer Group 100%  Between the 25th Percentile and Median of the Peer Group 90%  Less than the 25th Percentile of the Peer Group 75% The performance units earned are payable in units 50% in December 2017 and 50% in December 2018, so long as Mr. Ouimet maintains continuous employment through the identified payment dates. If not, Mr. Ouimet will forfeit any unpaid portion of the award, except in the event of death, disability, or change in control (in which circumstances the award will be subject to proration). The grant date fair value of the 2014 performance-based retention unit award, calculated in accordance with ASC Topic 718 and based upon the probable outcome of the performance conditions, is included in the 2014 amount set forth in the Unit Awards column (e) of the Summary Compensation Table for Mr. Ouimet. The performance units accrue distribution equivalents when we make distributions, which will be paid out in cash in conjunction with the payment of the underlying performance units. The provisions in Mr. Ouimet’s employment agreement providing for the vesting of any equity award made under our omnibus incentive plan that is scheduled to vest or be paid within 18 months after his termination in certain situations or upon a change in control are not applicable to this award. OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END FOR 20152019     Option Awards   Unit Awards (a)   (b)     (c)     (d)     (e)     (f)     (g)   (h)   (i)   (j)   Option Awards           Unit Awards       (a)   (b)   (c)   (d)   (e)   (f)       (g)   (h)   (i)   (j)   Name   Number of Securities Underlying Unexercised Options Exercisable #     Number of Securities Underlying Unexercised Options Unexercisable #     Equity  Incentive  Plan Awards:  Number of  Securities  Underlying  Unexercised  Unearned  Options #      Option  Exercise    Price ($)        Option  Expiration  Date      Number of Units That Have Not Vested # (1)   Market Value of Units That Have Not Vested ($) (2)   Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested #   Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested ($)   Number of Securities Underlying Unexercised Options Exercisable (#)   Number of Securities Underlying Unexercised Options Unexercisable (#)   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date        Number of Units That Have Not Vested (#) (1)   Market Value of Units That Have Not Vested ($) (2)   Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested ($)   Ouimet     86,387        —            —      $ 29.53        3/27/2022      —     —     —     —     Zimmerman     32,929       —       —     $ 36.95       2/26/2023                                     3,481       (4)     $ 233,418                             8,842       (5)     $ 562,661                             17,064       (6)     $ 1,025,120                             18,349       (7)     $ 1,034,425                 81,661        40,831     (5)      —      $ 36.95        2/26/2023      —     —     —     —         —        —            —        —        —      15,541   (7)   $977,957     —     —                     15,064       (3)     $ 835,148       (3)               —        —            —        —        —      23,138   (8)   $1,363,175     —     —         —        —            —        —        —      23,456   (9)   $1,329,134     —     —                             22,927       (8)     $ 1,271,073       (8)       —        —            —        —        —      —     —     124,234   (6)   $7,586,349         —        —            —        —        —      40,949   (3)   $2,286,577   (3)   —     —                             55,767       (9)     $ 3,091,722       (9)       —        —            —        —        —      —     —     58,667   (4)   $3,275,985   (4)     —        —            —        —        —      —     —     54,975   (10)   $3,069,795   (10)                         13,991       (10)     $ 775,661       (10)       —        —            —        —        —      —     —     17,860   (11)   $997,302   (11) Witherow     17,786        —            —      $ 29.53        3/27/2022      —     —     —     —         17,786       —       —     $ 29.53       3/27/2022                         18,061        9,031     (5)      —      $ 36.95        2/26/2023      —     —     —     —         —        —            —        —        —      2,760   (7)   $173,680     —     —         27,092       —       —       $36.95       2/26/2023                         —        —            —        —        —      4,153   (8)   $244,674     —     —         —        —            —        —        —      6,000   (9)   $339,990     —     —                     2,044       (4)     $ 137,060                 —        —            —        —        —      9,057   (3)   $505,742   (3)   —     —         —        —            —        —        —      —     —     10,421   (4)   $581,888   (4)                 3,888       (5)     $ 247,413                 —        —            —        —        —      —     —     9,868   (10)   $551,031   (10)     —        —            —        —        —      —     —     4,569   (11)   $255,133   (11)                 7,178       (6)     $ 431,218             Zimmerman     21,953        10,976     (5)      —      $ 36.95        2/26/2023      —     —     —     —                     7,656       (7)     $ 431,607                             8,845       (3)     $ 490,367       (3)                                   10,085       (8)     $ 559,112       (8)                           23,456       (9)     $ 1,300,401       (9)                           5,837       (10)     $ 323,603       (10)   Fisher                 4,300       (5)     $ 269,804                             8,703       (6)     $ 522,833                             8,635       (7)     $ 486,798                 —        —            —        —        —      3,622   (7)   $227,926     —     —         —        —            —        —        —      7,845   (8)   $462,188     —     —                             11,008       (8)     $ 610,284       (8)       —        —            —        —        —      7,958   (9)   $450,940     —     —         —        —            —        —        —      11,008   (3)   $614,684   (3)   —     —                             28,441       (9)     $ 1,576,769       (9)       —        —            —        —        —      —     —     13,676   (4)   $763,693   (4)     —        —            —        —        —      —     —     18,639   (10)   $1,040,797   (10)                         6,584       (10)     $ 365,017       (10)       —        —            —        —        —      —     —     6,060   (11)   $338,390   (11) Milkie     12,386        —            —      $ 29.53        3/27/2022      —     —     —     —         18,104       —       —     $ 36.95       2/26/2023                                     1,233       (4)     $ 82,679                             2,532       (5)     $ 161,124                             4,676       (6)     $ 280,911                             5,130       (7)     $ 289,204                 12,069        6,035     (5)      —      $ 36.95        2/26/2023      —     —     —                         5,336       (3)     $ 295,828       (3)               —        —            —        —        —      1,294   (7)   $81,428     —     —         —        —            —        —        —      2,624   (8)   $154,593     —     —                             6,570       (8)     $ 364,241       (8)       —        —            —        —        —      2,660   (9)   $150,729     —     —         —        —            —        —        —      6,052   (3)   $337,957   (3)   —     —                             15,284       (9)     $ 847,345       (9)       —        —            —        —        —      —     —     4,884   (4)   $272,739   (4)     —        —            —        —        —      —     —     6,237   (10)   $348,250   (10)                         3,912       (10)     $ 216,881       (10)       —        —            —        —        —      —     —     2,025   (11)   $113,076   (11) Semmelroth     9,528        —            —      $ 29.53        3/27/2022      —     —     —     —         13,943       —       —       $36.95       2/26/2023                         9,295        4,648     (5)      —      $ 36.95        2/26/2023      —     —     —     —         —        —            —        —        —      1,404   (7)   $88,353     —     —                     1,015       (4)     $ 68,061                 —        —            —        —        —      2,097   (8)   $123,545     —     —         —        —            —        —        —      2,509   (9)   $142,172     —     —                     1,968       (5)     $ 125,234                 —        —            —        —        —      4,660   (3)   $260,227   (3)   —     —         —        —            —        —        —      —     —     5,304   (4)   $296,159   (4)                 3,635       (6)     $ 218,373                 —        —            —        —        —      —     —     4,982   (10)   $278,198   (10)     —        —            —        —        —      —     —     1,911   (11)   $106,710   (11)                 3,616       (7)     $ 203,852                             4,393       (3)     $ 243,548       (3)                                   5,106       (8)     $ 283,077       (8)                           11,879       (9)     $ 658,572       (9)                           2,757       (10)     $ 152,848       (10)      CEDAR FAIR, L.P. | 2020 Proxy Statement / 47 (1) Column includes restricted units and 2013-20152017-2019 performance units. Performance unit amounts for the 2017-2019 performance units in this column include additional units that are credited as a result of the reinvestment of distribution equivalents.   (2) The market values for the 2013-2015 performance units were calculated by multiplying the closing market price of our units as of December 31, 2015 as reported on the NYSE ($55.84), by the applicable number in column (g). The market values for restricted units were calculated by multiplying the closing market price of our units as ofon December 31, 20152019 as reported on the NYSE ($55.44), by the number of restricted units in column (g), and adding to that the amount of cash distribution equivalents accumulated on the restricted units from the grant date of the award through December 31, 2015.2019. See “NarrativesNarrative to Summary Compensation and Grants of Plan BasedPlan-Based Awards Table - Restricted Unit Awards”Awards for additional detail.   (3) Amounts represent 2017 performance units awarded in February 20132016 that were contingent upon the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during the period from January 20132017 through December 2015.2019. The amounts set forth in column (g) are the actual number of units earned and include the reinvestment in distribution equivalent units of distributions on such number. These awards vested and were paid in March 2016.February 2020. For additional information regarding these awards, see the “PerformanceCompensation Discussion and Analysis - Elements of 2019 Executive Compensation - Performance Attained and Vesting of Prior Year (2013-2015) Performance Awards” discussion in the “Compensation Discussion and Analysis” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table -(2017-2019) Performance Unit Awards.”Awards.   (4) Amounts represent performance2017 restricted units awarded in 2016. These awards vested and were paid in February 2014 that are contingent upon the level of achievement of cumulative functional currency Adjusted EBITDA versus the target2020. These restricted units accumulated distribution equivalents during the restricted period from January 2014 through December 2016. The amounts set forth in column (i) assume that the maximum number of units are earned and assume the reinvestment in distribution equivalent units of distributions on such maximum number from the grant date of the award through December 31, 2015. The actual number of units and distribution equivalents earned will be determined following the end of the performance period and will vest and will be payable, either in cash equivalent, units or a combination of both in March 2017. Market value reported in column (j) was calculated by multiplying the maximum number of units and distribution equivalent units through December 31, 2015 that may be earned set forth in column (i) by the closing market price of our units as of December 31, 2015. For additional information regarding these awards, see “Narratives to Summary Compensation and Grants of Plan Based Awards Table - Performance Unit Awards.” (5) These options that were unvested at fiscal year-end vested and became exercisable on February 26, 2016. (6) Amounts represent Mr. Ouimet’s March 2014 performance-based retention units. The number of units to be earned will depend on the level of achievement of our three (3) years annualized total unitholder return compared to our identified peer group during the January 1, 2014 - December 31, 2016 period. The performance units earned are payable in units 50% in December 2017 and 50% in December 2018. The performance units accrue distribution equivalents, which will be paid out in cash in conjunction with the payment ofsame form as accrued when the underlying performance units. The amount set forth in column (i) assumes that the target number of units is earned. Market value reported in column (j) was calculated by multiplying the amount set forth in column (i) by the closing market price of our units as of December 31, 2015, and adding to that the amount of cash distribution equivalents accumulated on the performance-based retention units from the grant date of the award through December 31, 2015.awards vested. Distribution equivalents accumulated as of the fiscalyear-end are reflected only in column (j)(h) as all distribution equivalents on the performance based retentionrestricted units havewere accrued in cash.   (5) (7) Amount represents Amounts represent 2018 restricted units awarded in February 2014. One-half2017. One half of these restricted units vested on February 26, 2016,24, 2020 and one-halfthe remaining one half will vest on February 26, 2017.22, 2021. These restricted units accumulate distribution equivalents during the restricted period that will be payable in the same form as accrued when the awards vest. Distribution equivalents accumulated as of the fiscalyear-end are reflected only in column (h) as all distribution equivalents on the restricted units have been accrued in cash.   (6) (8) Amount represents Amounts represent 2019 restricted units awarded in February 2015. 2018.One-third of these restricted units vested on February 25, 2016,24, 2020, andone-third will vest on February 26 of each of 201722, 2021 and 2018.February 28, 2022. These restricted units accumulate distribution equivalents during the restricted period that will be payable in the same form as accrued when the awards vest. Distribution equivalents accumulated as of the fiscalyear-end are reflected only in column (h) as all distribution equivalents on the restricted units have been accrued in cash.   (7) (9) Amount represents Amounts represent 2020 restricted units awarded in October 2015. 2019.One-third of these restricted units will vest on February 27, 2017,22, 2021, February 26, 201828, 2022 and February 25, 2019.27, 2023. These restricted units accumulate distribution equivalents during the restricted period that will be payable in the same form as accrued when the awards vest. Distribution equivalents accumulated as of the fiscalyear-end are reflected only in column (h) as all distribution equivalents on the restricted units have been accrued in cash.   (8) (10) Amounts represent 2018 performance units awarded in February 20152017 that are contingent upon the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during the period from January 20152018 through December 2017.2020. The amounts set forth in column (i) assume that the maximumtarget number of units are earned and assume the reinvestment in distribution equivalent units of distributions on such maximumtarget number from the grant date of the award through December 31, 2015.2019. The actual number of units and distribution equivalents earned will be determined following the end of the performance period and will vest and will be payable in units inby March 2018.2021. Market value reported in column (j) was calculated by multiplying the maximumtarget number of units and distribution equivalent units through December 31, 20152019 that may be earned set forth in column (i) by the closing market price of our units as of December 31, 2015. For additional information regarding these awards, see “- Targeted 2015 Long-Term Incentive Compensation” (and the “- 2015-2017 Performance Unit Awards” discussion therein) included in the “Elements of 2015 Compensation” portion of the “Compensation Discussion and Analysis” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table - Performance Unit Awards.”2019.   (11)(9) Amounts represent 2019 performance units awarded in October 20152018 that are contingent upon the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during the period from January 20162019 through December 2018.2021. The amounts set forth in column (i) assume that the maximum number of units are earned and assume the reinvestment in distribution equivalent units of distributions on 48 / 2020 Proxy Statement | CEDAR FAIR, L.P. such maximum number from the grant date of the award through December 31, 2019. The actual number of units and distribution equivalents earned will be determined following the end of the performance period and will vest and will be payable in units by March 2022. Market value reported in column (j) was calculated by multiplying the target number of units and distribution equivalent units through December 31, 2019 that may be earned set forth in column (i) by the closing market price of our units as of December  31, 2019. For additional information regarding these awards, seeCompensation Discussion and Analysis - Elements of 2019 Executive Compensation - Targeted 2019 Long-Term Incentive Compensation - 2019-2021 Performance Unit Awards. (10) Amounts represent 2020 performance units awarded in 2019 that are contingent upon the level of achievement of cumulative functional currency Adjusted EBITDA versus the target during the period from January 2020 through December 2022. The amounts set forth in column (i) assume that the minimum threshold number of units are earned and assume the reinvestment in distribution equivalent units of distributions on such threshold number from the grant date of the award through December 31, 2015.2019. The actual number of units and distribution equivalents earned will be determined following the end of the performance period and will vest and will be payable in units inby March 2019.2023. Market value reported in column (j) was calculated by multiplying the threshold number of units and distribution equivalent units through December 31, 20152019 that may be earned set forth in column (i) by the closing market price of our units as of December  31, 2015.2019. For additional information regarding these awards, see “-Compensation Discussion and Analysis - Elements of 2020 Executive Compensation - Targeted 20162020 Long-Term Incentive Compensation” (and the “- 2016-2018Compensation - 2020-2022 Performance Unit Awards” discussion therein) included in the “Elements of 2015 Compensation” portion of the “Compensation Discussion and Analysis” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table - Performance Unit Awards.”. CEDAR FAIR, L.P. | 2020 Proxy Statement / 49 OPTION EXERCISES AND UNITS VESTED IN 20152019      Option Awards     Unit Awards   (a)    (b)     (c)     (d)     (e)     Option Awards           Unit Awards (a)   (b)   (c)       (d)   (e) Name    Number of Units   Acquired on   Exercise (#)       Value Realized on Exercise ($)     Number of Units Acquired on Vesting (#) (1)     Value Realized on         Vesting ($)             Number of Units Acquired on Exercise (#)   Value Realized on Exercise ($)        Number of Units Acquired on Vesting (#) (1)   Value Realized on Vesting ($) (1) Ouimet      —      $ —        28,137    (2)      $ 1,631,946    (2)    Zimmerman     —       —       2,652     (2)   $ 139,389     (2)           3,481     (3)   $ 182,961     (3)          11,502    (6)      $ 642,272    (6)             7,771    (7)      $ 432,689    (7)              4,422     (4)   $ 232,420     (4)          34,153    (3)      $ 1,980,872    (3)             15,237    (4)      $ 843,041    (4)                    12,905     (5)   $ 678,932     (5)              23,874    (8)      $ 1,329,304    (8)    Witherow      —      $ —        9,854    (2)      $ 571,532    (2)        —       —       2,000     (2)   $ 105,120     (2)          2,544    (6)      $ 142,057    (6)             1,380    (7)      $ 76,838    (7)              2,044     (3)   $ 107,433     (3)          4,915    (8)      $ 273,667    (8)    Zimmerman      21,597      $ 664,756                       11,965    (2)      $ 693,970    (2)              1,946     (4)   $ 102,282     (4)          3,092    (6)      $ 172,657    (6)             1,812    (7)      $ 100,892    (7)                    9,730     (5)   $ 511,895     (5)          1,524    (4)      $ 84,304    (4)    Fisher                 2,152     (4)   $ 113,109     (4)          5,969    (8)      $ 332,354    (8)    Milkie      —      $ —        9,150    (2)      $ 530,700    (2)        —       —       886     (2)   $ 46,568     (2)           1,233     (3)   $ 64,806     (3)          1,700    (6)      $ 94,928    (6)              1,268     (4)   $ 66,646     (4)          647    (7)      $ 36,025    (7)             3,809    (4)      $ 210,760    (4)                    4,313     (5)   $ 226,907     (5)          3,423    (8)      $ 190,593    (8)    Semmelroth      —      $ —        7,038    (2)      $ 408,204    (2)        —       —       836     (2)   $ 43,940     (2)          1,309    (6)      $ 73,095    (6)             703    (7)      $ 39,143    (7)              1,015     (3)   $ 53,348     (3)          8,872    (5)      $ 477,294    (5)                 2,633    (8)      $ 146,605    (8)              986     (4)   $ 51,824     (4)                 4,068     (5)   $ 214,017     (5)   (1) The amounts in column (d) reflect the total number of phantom units, restricted units or performance units that vested for each executive in 2015, plus additional units credited as a result of reinvestment of distribution equivalents. (2) Reflects the vesting and related value of restricted unit grants made in 2012. (3) Reflects the vesting and related value of the second half of the time-based phantom unit grants made in 2011 in connection with Mr. Ouimet’s commencement of employment with the Partnership,2019, plus additional units credited as a result of reinvestment of distribution equivalents. He received 100%The amounts in column (e) do not reflect accrued distribution equivalents in the form of the value incash for restricted units. (2) (4) Reflects the vesting and related value of time-based phantom unit grants made from 2011 through 2012, plus additional units credited as a result of reinvestment of distribution equivalents. Mr. Zimmerman received 100%one-third of the 2016 restricted unit awards granted in 2015. The value in units. Messrs. Ouimet and Milkie received 50%realized on the vesting of restricted units is equal to the value innumber of restricted units and 50% in cash.vested multiplied by the closing price of our units on the NYSE on the day before the date of vesting.   (3) Reflects the vesting and related value ofone-third of the 2017 restricted unit awards granted in 2016. The value realized on the vesting of restricted units is equal to the number of restricted units vested multiplied by the closing price of our units on the NYSE on the day before the date of vesting. (4) Reflects the vesting and related value ofone-third of the 2018 restricted unit grants granted in 2017. The value realized on the vesting of restricted units is equal to the number of restricted units vested multiplied by the closing price of our units on the NYSE on the day before the date of vesting. (5) Reflects the vesting and related value of the second half of the time-based phantom unit grants made in 2012 in connection with Ms. Semmelroth’s commencement of employment with the Partnership, plus additional units credited as a result of reinvestment of distribution equivalents. She received 60% of the value in units and 40% in cash. (6) Reflects the vesting and related value of restricted unit grants made in 2013. (7) Reflects the vesting and related value of one-third of the restricted unit grants made in 2014. (8) Reflects the vesting and related value of the 2012-20142016-2018 performance unit awards, which were paid out at 142%90.2% of the target number of performance units as disclosed in our proxy statement last year, plus additional units credited as a result of reinvestment of distribution equivalents. Mr. Witherow and Mr. ZimmermanAll participants received 100% of the value in units. Ms. Semmelroth received 60%The value realized on the vesting of performance units is equal to the value innumber of units and 40% in cash. Mr. Ouimet and Mr. Milkie received 50% of performance units vested multiplied by the value inclosing price of our units and cash.on the NYSE on the day before the date of vesting. 50 / 2020 Proxy Statement | CEDAR FAIR, L.P. PENSION BENEFITS FOR 20152019   (a)    (b)    (c)     (d)     (e)     (b)   (c)   (d)   (e)   Name    Plan Name    Number of Years Credited Service (#)     Present Value of Accumulated Benefit ($) (1)     Payments During Last Fiscal Year ($)     Plan Name   Number of Years Credited Service (#)   Present Value of Accumulated Benefit ($) (1)   Payments During Last Fiscal Year ($)   Ouimet    -      —      $ —      $ —    Zimmerman   —     —       —       —   Witherow    -      —      $ —      $ —      —     —       —       —   Zimmerman    -      —      $ —      $ —    Fisher   —     —       —       —   Milkie    2008 Supplemental Retirement Plan      8                  $ 92,966      $ —      2008 Supplemental Retirement Plan   12     $ 137,091       —   Semmelroth    -      —      $ —      $ —      —     —       —       —   (1)    The estimated present value amount is based on projected benefits earned through age 62 assuming (i) an annual interest rate of 3.25% and (ii) a discount rate of 5.29% (1) The estimated present value amount is based on projected benefits earned through age 62 assuming (i) an annual interest rate of 5.21% and (ii) a discount rate of 4.90%. We adopted the 2008 Supplemental Retirement Plan (the “2008 SERP”) in February 2008 to provide supplemental retirement benefits to certain of our executive officers, and accounts were established and credited in prior years for some of our executive officers under the 2008 SERP. Credits under the 2008 SERP were made on the basis of base salary, with no participant account being credited more than $100,000 in any plan year, and no more than $250,000 being credited in the aggregate to all participant accounts in any plan year. Accounts earn interest at the prime rate of our bank, as adjusted each December. Mr. Milkie is the only named executive officer for 20152019 to participate in the 2008 SERP. Mr. Milkie will become fully vested in his account upon the earliest of his retirement (provided that he has at least twenty years of service with the Partnership), or if while employed by the Partnership, upon his death, disability, or change in control. Distribution of the accrued balance generally will be made as a lump sum amount at the time specified in the plan. Participants may elect to receive the lump sum at a different time or to receive the accrued balance in a number of future payments over a specified period if certain conditions are satisfied. In general, the delay elected by a participant may not exceed 10 years or 5 years depending on when the distribution election is made. Additional contributions to the 2008 SERP were discontinued in 2011, and we do not intend to have any other executive officers participate in this plan. PAY RATIO DISCLOSURE SEC rules require us to disclose the median of the annual total compensation of all employees (except our CEO), the annual total compensation of the CEO and the ratio of these two amounts for our last completed fiscal year. We identified the median employee from a comparison of compensation information for all Company employees as of November 10, 2019 other than our CEO. The 2019 date for identifying the median employee differs from the 2018 date as the comparable Sunday for 2019, as compared to the 2018 date, was selected resulting in a calendar shift. Given the nature of our business, we rely heavily on seasonal, entry-level employees, some of whom only work one or two months per year. Consequently, as of the date we determined our median employee, seasonal employees accounted for 78.8% of our workforce. To identify the median employee, we used annual earnings reported to taxing authorities (for example, in the United States, information reported onW-2s), and ranked employees from highest to lowest. For purposes of this determination, compensation paid in Canadian dollars to our Canadian employees was converted to U.S. dollars using Canadian to U.S. dollar exchange rates, consistent with the exchange methodology used in our financial reporting. The median employee of all employees except the CEO was a seasonal employee. Once we found the median employee, we computed the annual total compensation for 2019 for that employee in the same manner as total compensation is determined for the Summary Compensation Table. Accordingly, we determined that the median of the annual total compensation of all employees (except our CEO) was $8,748 for 2019. In 2019, Richard Zimmerman held the position of Chief Executive Officer of the Company. Mr. Zimmerman’s compensation for 2019, calculated in the same manner as in the Summary Compensation Table, totaled $4,585,920. This results in an estimated CEO to median employee pay ratio of 524:1. CEDAR FAIR, L.P. | 2020 Proxy Statement / 51 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following summaries describe and quantify the payments that each named executive officer would receive if his or her employment with us were terminated or if we had a change in control. These payments and benefits derive from a combination of employment agreements, our 2008 Omnibus Incentive PlanPlans and related award agreements and our supplemental retirement plan. In all cases, the timing and amount of payments will comply with the requirements of Section 409A of the Code. The summaries assumeWe have quantified the potential payments assuming that the termination or change in control occurred on December 31, 20152019 and the relevant unit price is the closing market price of our units on the NYSE on December 31, 2015,2019, which was $55.84$55.44 per unit. Payments Pursuant to Employment Agreements (other than in connection with a Change in Control) The following information summarizes payments that our named executive officers will receive in the event of terminations without cause, as a result of death or disability, in connection withnon-renewals of their employment agreements and in general. Descriptions of release requirements, restrictions and certain key defined terms are provided at the end of this section. For information regarding payments in the event of a change in control, see “Payments Upon a Change in Control under Employment Agreements” and “Incentive Plan and Supplemental Retirement Plan Payments uponor a Termination Following a Change ofin Control” below. For additional information regarding payments in the event of death, disability or retirement, see “Payments Upon Death, Disability or Retirement under our Incentive and Supplemental Retirement Plans” below. Terminations without Cause or due to Disability and Resignations for Good Reason If we terminate the employment of Mr. Ouimet, Mr.Messrs. Zimmerman, Witherow, Mr. Zimmerman, Mr.Fisher or Milkie or Ms. Semmelroth without cause or because of a disability, or if any of those executives resign for good reason (in each case, other than in connection with a change in control), each executive will be entitled to:   Payment of accrued and unpaid base salary, (together with accrued and unpaid supplemental compensation for Mr. Ouimet), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination; An amount equal to two times his base salary for Mr. OuimetZimmerman (and for the other executives, an amount equal to one times base salary). This amount will be payable: ¡ for Mr. Ouimet, in a single lump sum on the first regularly scheduled payroll date following the 60th day after the termination; or ¡ for the other executives, at the same time salary otherwise would be paid over the 12-month period following termination, but with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier; for Mr. Zimmerman, in a single lump sum on the first regularly scheduled payroll date following the 60th day after the termination; or for the other executives, at the same time salary otherwise would be paid over the12-month period following termination, but with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier; and will be reduced by any payments received from any short- or long-term disability plan maintained by us, where applicable; Any unpaid annual cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed; Apro-rata portion of his or her annual cash incentive award for the calendar year of termination, based on actual performance (with certain qualitative performance criteria being deemed satisfied in full), which amount will be prorated based on the number of days the executive is employed during the applicable year and payable at the same time payment is made to other senior executives and no later than March 15 of the next calendar year; Payment of theafter-tax monthly COBRA continuation coverage premium under our medical plans (less the amount of the executive’s contribution as if he or she was an active employee), until the earliest of twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he or she obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release and including any amounts due prior thereto; 52 / 2020 Proxy Statement | CEDAR FAIR, L.P. Full vesting in any equity awards made under Cedar Fair’s Omnibus Incentive PlanPlans that vest within 18 months after his or her termination of employment without cause or his or her resignation for good reason unless otherwise specifically exempted from vesting by the terms of the underlying award agreement. Equity awards other than options that vest under this provision will be paid or vest on the scheduled payment date under the award agreement without regard to the continuous employment requirements or proration. Options that vest within the 18 month period will terminate 30 calendar days after the vesting date unless exercised; and All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance). Death If the employment of any of Mr. Ouimet, Mr.Messrs. Zimmerman, Witherow, Mr. Zimmerman, Mr.Fisher or Milkie or Ms. Semmelroth is terminated by reason of death, the executive or his or her legal representatives shall be entitled to:   Payment of accrued and unpaid base salary, (together with accrued and unpaid supplemental compensation for Mr. Ouimet), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination; Any unpaid annual cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed; Apro-rata portion of his or her annual cash incentive award for the calendar year of termination, based on actual performance (with certain qualitative performance criteria being deemed satisfied in full), which amount will be prorated based on the number of days the executive is employed during the applicable year and payable at the same time payment is made to other senior executives and no later than March 15 of the next calendar year; Payment of theafter-tax monthly COBRA continuation coverage premium under our medical plans for the executive’s spouse and eligible dependents (less the amount of the executive’s contribution as if he or she was an active employee) for a period of up to twelve months after executive’s death, if permitted under applicable law; and All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance). Non-Renewal InFor executives other than Mr. Zimmerman, in certain situations where the executive’s employment agreement is not renewed (described below), the executive will be entitled to:   Payment of accrued and unpaid base salary, (together with accrued and unpaid supplemental compensation for Mr. Ouimet), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination; • An amount equal to his or her base salary, payable at the same time salary otherwise would be paid over the 12-month period following termination, but with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier; An amount equal to his or her base salary, payable at the same time salary otherwise would be paid over the12-month period following termination, but with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier; Any unpaid annual cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed; Payment of theafter-tax monthly COBRA continuation coverage premium under our medical plans (less the amount of the executive’s contribution as if he or she was an active employee), until the earliest of twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he or she obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release and including any amounts due prior thereto; CEDAR FAIR, L.P. | 2020 Proxy Statement / 53 twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he or she obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release and including any amounts due prior thereto; All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance); and Full vesting in any equity awards made under Cedar Fair’s Omnibus Incentive PlanPlans that vest within 18 months after his or her termination of employment unless otherwise specifically exempted from vesting by the terms of the underlying award agreement, with such awards vesting and being paid as described above for terminations without cause or resignations for good reason. Our named executive officers, other than Mr. OuimetZimmerman, will qualify for thesenon-renewal benefits if (i) we are not willing to renew his employment agreement and he has provided a timely renewal notice or we fail to provide a timely renewal notice and he chooses to terminate his employment immediately following the employment period; or (ii) if both parties desire to enter into a new employment agreement, but the new agreement is not executed on or before expiration of the current employment period and Mr. Ouimet’s employment is terminated immediately following expiration. Our other named executive officers will qualify for these non-renewal benefits if we are not willing to renew the employment agreement and the executive chooses to terminate his or her employment immediately following the employment period. Other Terminations If the executive’s employment is terminated for any reason other than those described above or those described under “Payments Upon a Change in Control Under Employment Agreements,or a Termination Following a Change in Control,” which we refer to in the tables below as “All Terminations,” the executive or his or her legal representatives will be entitled to receive a lump sum payment within 30 days following termination consisting of accrued and unpaid base salary, (together with accrued and unpaid supplemental compensation for Mr. Ouimet), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the date of termination. The executive also will be entitled to any unpaid annual cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed, and all other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance). Releases and Restrictions; Certain Definitions Any termination payments under the executives’ respective employment agreements are subject to execution, timely delivery, andnon-revocation of a general release in favor of Cedar Fair. In addition, each executive is subject tonon-competition,non-solicitation, confidentiality,non-disparagement and cooperation provisions contained in his or her employment agreement, with the agreement. Thenon-competition andnon-solicitation obligations lastinglast for a minimum of twelve months after termination (regardless of the reason for termination) or, if longer,, and last twelve months plus the number of months for the period in or with respect to which he is receivingor she receives severance payments or18-month continued equity vesting.vesting, subject to a36-month cap under Mr. Zimmerman’s employment agreement. Under the employment agreements, “cause” means: (i) the executive’s willful and continued failure to perform his or her duties or follow the lawful direction of the Board (or, for the executives other than Mr. Ouimet,Zimmerman, the chief executive officer or the Board) or a material breach of fiduciary duty after written notice of the breach; (ii) theft, fraud, or dishonesty with regard to Cedar Fair or in connection with the executive’s duties; (iii) indictment for or conviction of (or guilty or no contest plea to) a felony or any lesser offense involving fraud or moral turpitude; (iv) material violation of our code of conduct or similar written policies after written notice specifying the violation; (v) willful misconduct unrelated to us that has, or is likely to have, a material negative impact on us after written notice specifying the failure or breach; (vi) gross negligence or willful misconduct relating to our affairs; (vii) material breach by the executive of his or her employment agreement; (viii) a final andnon-appealable determination by a court or other governmental body that the executive has materially violated federal or state securities laws; or (ix) a breach or contravention of another employment agreement or other agreement or policy by virtue of the executive’s employment with us or performance of his or her duties, or the existence of any other limitation on his or her activities on our behalf except for confidentiality obligations to former employers. “Disability” means a physical or mental incapacity or disability that renders or is likely to render the executive unable to perform his or her material duties for either 180 days in any twelve-month period or 90 consecutive days, as determined by a physician selected by us. “Good reason” means, without the executive’s express consent: (i) any material diminution in his or her responsibilities, authorities or duties; (ii) any material reduction in the executive’s (x) base salary, (or, for Mr. Ouimet, in the aggregate amount of his base salary and supplemental compensation), or (y) target cash incentive opportunity (except in the event of an across the board reduction in base salary or cash incentive 54 / 2020 Proxy Statement | CEDAR FAIR, L.P. opportunity applicable to substantially all of our senior executives); (iii) a material breach of the employment agreement by us; or (iv) a forced relocation of his or her place of employment by the greater of seventy (70) miles or the distance constituting a “material change in the geographic location” of the executive’s place of employment under Section 409A; or409A. The events described in (iv) a material breach of thedo not constitute “good reason” under Mr. Zimmerman’s employment agreement by us.agreement. The events described in (i), (ii) and (iii)(iv) will not constitute “good reason,” nor will the events described in (iii) constitute “good reason” under Mr. Zimmerman’s employment agreement, unless the executive notifies us in writing and we fail to cure the situation within the time periods specified in the agreement. Payments upon Death, Disability or Retirement under our Incentive and Supplemental Retirement Plans If any named executive officer dies, becomes disabled or retires at age 62 or over while employed by us, any unvested time-based phantom units awarded under our 2008 Omnibus Incentive Plan will be paid in full in a lump sum cash payment within ninety days of the event (or such period of time as required by Section 409A of the Code). All amounts accrued under our 2008 SERP will also become fully vested and payable upon an executive’s death, disability or retirement at age 62 or over with at least 20 years of service. Any cash incentive awards outstanding at the time of death or retirement will be paid on a prorated basis. Our functional currency Adjusted EBITDA-based performance unit awards under the 2008 Omnibus Incentive PlanPlans will be payable in the event of death or disability while employed by us, or retirement at age 62 or over from employment with us, with amounts being prorated where the death, separation from service due to disability or retirement occurs during the performance period. Restrictions on our outstanding restricted unit awards will lapse upon death, disability or retirement. Options awarded under the 2008 Omnibus Incentive PlanPlans will expire on the earlier of the ten year anniversary of the grant date or the date that is thirty (30) days after a separation from service under the plan. Mr. Ouimet’s 2014 performance-based retention award would be payable in a lump sum upon death or separation from service due to disability occurring prior to either or both payment dates, based on the performance through the end of the most recently completed year and with one-half prorated based on the first, and the remainder prorated based on the second, payment date. The named executive officers also will receive payments in these situations as described above under “Payments Pursuant to Employment Agreements (other than in connection with a Change in Control).” Payments upon a Change in Control under Employment Agreementsor a Termination Following a Change in Control InOur employment agreements with Messrs. Zimmerman, Witherow, Fisher and Milkie and Ms. Semmelroth provide for certain benefits and payments in the event of certainqualifying terminations following a change in control, Mr. Ouimet, Mr. Witherow, Mr. Zimmerman, Mr. Milkie and Ms. Semmelroth will receive benefits and payments in accordance with the terms of their employment agreements.control. Our incentive plans, award agreements and our 2008 SERP also containchange-in-control provisions. Each of our incentive plans, award agreements and employment agreements uses the “change in control” definition provided by Section 409A of the Code or a definition based on the 409A definition. As a result, if a change in control occurs under one plan or agreement, it will trigger payment under the other plans and agreements as well. “Change-in-control”“Change-in-control” events include:   a change in ownership of the Partnership which generally would occur when a person or group acquires units representing more than 50 percent of the total fair market value or total voting power of the Partnership; a change in the effective control of the Partnership, which could occur even if a change in ownership has not occurred, and would occur if either (i) a person or group acquires units, all at once or over a period of 12 months, representing 30 percent or more of the total voting power of the Partnership, or (ii) a majority of our directors will have been replaced during a12-month period by directors not endorsed by a majority of the board before the date of appointment or election; or a change in ownership of a substantial portion of the assets of the Partnership, which would occur if a person or group acquires, all at once or over a period of 12 months, assets from us that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of our assets immediately before the acquisition(s), determined without regard to any liabilities associated with such assets. Section 409A and its rules contain detailed provisions for determining whether achange-in-control event has occurred. The above descriptions ofchange-in-control events are general summaries only, and we refer you to Section 409A and its rules for additional detail. All of our employment agreements with change in control severance provisions and our supplemental retirement plansplan contain a double trigger change in control provision, which means that two events must occur for a participant to receive payments under the change in control provision. First, a change in control must occur. The second trigger under the employment agreements is that the executive’s employment must be terminated within 24 months following the change in control. Terminations for “good reason” (as defined above) by the executive qualify for change in control protection in addition to involuntary terminations. The second trigger under our supplemental CEDAR FAIR, L.P. | 2020 Proxy Statement / 55 retirement plansplan is the occurrence of a separation from service under the plan. While most of the employment agreement change in control benefits are subject to the double trigger, the agreements also provide that any equity awards under our Omnibus PlanPlans (including any successor plan)plans) fully and immediately vest upon a change in control (i.e., a single trigger for the equity awards), with performance awards payable at target or as specified in the plan or the award terms. Our 2008 Omnibus Incentive Plan and outstanding equity awards under which we have awarded phantom units, restricted units, performance units and unit options containsit contain single trigger change in control provisions. Our 2016 Omnibus Incentive Plan has a double trigger change in control provision, subject to our award and employment agreement terms and Committee discretion, which results in a single trigger for our named executive officers’ outstanding equity awards under their employment agreements. If we terminate the employment of Mr. Ouimet,Zimmerman, Mr. Witherow, Mr. Zimmerman,Fisher, Mr. Milkie or Ms. Semmelroth without cause or because of a disability within 24 months following a change in control, or if any of those executives resign for good reason within 24 months following a change in control, the executive is entitled to the payments and benefits described above under “Payments Pursuant to Employment Agreements (other than in connection with a Change in Control)— - Terminations without Cause or due to Disability and Resignations for Good Reason,” except that:   in lieu of his or hernon-change in control severance or base salary continuation, as applicable, the executive will receive severance as follows:applicable:   ¡○   Each executive other than Mr. OuimetZimmerman will receive, a lump sum severance amount equal to two andone-half times the executive’s annual cash compensation for the year preceding the calendar year in which the change in control occurred, less $1; and ○ Mr. Zimmerman will receive a lump sum severance amount equal to three times annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1;$1; and ¡ each executive other than Mr. Ouimet will receive a lump sum amount equal to two and one-half times the executive’s annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1; and the executive will have the right to continue medical and dental insurance coverage under COBRA during the 30 month period following the termination, and to receive monthly reimbursement of such COBRA continuation coverage premiums from us, if permitted by applicable law. For purposes of our employment agreements, “cash compensation” with respect to any calendar year is defined as (a) the total salary payable, (b) target annual cash incentive compensation with respect to that calendar year, even if not paid during the year, and (c) with respect to any multi-year cash bonus, the amount actually paid and (d) for Mr. Ouimet, his annual supplemental compensation.paid. Any lump sum payments made pursuant to the employment agreements in connection with a change in control will be paid within sixty dayson the next regularly scheduled payroll date following the sixtieth day after the termination, subject to the requirements of Section 409A. In addition, upon a change in control (with or without a subsequent termination of employment), named executive officer equity incentive plan awards would vest or be paid as follows pursuant to the various plans and agreements: All performance awards will be deemed to have been earned and payable in full and any other restriction shall lapse and the awards will be paid within 30 days. Our outstanding functional currency Adjusted EBITDA-based performance awards will be deemed earned at the target level. All restrictions applicable to our outstanding restricted unit awards will lapse and restricted units will become fully vested and transferable. Unless the Committee determines otherwise, if we make “other unit awards” under the 2016 Omnibus Incentive Plan, all restrictions, limitations and other conditions applicable to such awards would lapse and those awards would become fully vested and transferable and be issued, settled or distributed, as applicable within 30 days. Unless the Committee determines otherwise, if we grant options or unit appreciation rights under the 2016 Omnibus Incentive Plan, any unvested options and unit appreciation rights would vest and become fully exercisable. Option holders could elect to “cash out” any options within 60 days for the difference between the price of the option and the fair market value per unit at the time of the election. 56 / 2020 Proxy Statement | CEDAR FAIR, L.P. All amounts accrued by the named executive officers under our 2008 SERP will vest and be funded in a trust for the benefit of the executive officers when they retire at or after reaching age 62, die, or become disabled, whichever occurs first. Our executive employment agreements cap the present value of the aggregate payments, distributions and benefits provided to or for the executive’s benefit which constitute parachute payments under Section 280G of the Code at 299% of the base amount (as defined for purposes of Section 280G). If the present value exceeds the cap, the payments, distributions and benefits to the executive will be reduced in the order specified in his employment agreement so that the reduced amount will result in no portion of his payments, distributions and benefits being subject to excise tax. We refer to this type of provision as a “280G cap and cutback provision” below. Payments ofchange-in-control amounts or provisions ofchange-in-control benefits under the employment agreements are conditioned upon the execution andnon-revocation of a mutually acceptable separation agreement and release. Incentive Plan and Supplemental Retirement Plan CEDAR FAIR, L.P. | 2020 Proxy Statement / 57 Table of Potential Payments upon aUpon Termination or Change in Control In addition to the payments and benefits outlined above, our incentive plans and our supplemental retirement plans contain change-in-control provisions that may result in payments to participating named executive officers, summarized below. In the event of a change in control: Unless otherwise specified in connection with making a particular award, cash incentive awards made under our 2008 Omnibus Incentive Plan will be deemed to have been earned at 100% of the target level in the year of the change in control and will be paid within 30 days following a change in control. Unless otherwise specified in connection with making a particular award, all performance awards made under our 2008 Omnibus Incentive Plan will be deemed to have been earned and payable in full and any other restriction shall lapse. Any such performance awards will be paid within 30 days following a change of control. Our outstanding functional currency Adjusted EBITDA-based performance awards will be deemed earned at the target level. The March 2014 performance-based retention award to Mr. Ouimet would be earned based on the performance through the end of the most recently completed year, with one-half of the units prorated based on the first, and the remainder prorated based on the second, payment date. Unless otherwise specified in connection with making a particular award, all restrictions, limitations and other conditions applicable to any “other unit awards” granted under our 2008 Omnibus Incentive Plan, shall lapse and those awards shall become fully vested and transferable. Any such awards will be issued, settled or distributed, as applicable within 30 days following a change in control. All restrictions applicable to our outstanding restricted unit awards will lapse and restricted units will become fully vested and transferable. Any outstanding unvested options under the 2008 Omnibus Incentive Plan will vest and become fully exercisable. Option holders may elect to “cash out” any options within 60 days of a change in control for the difference between the price of the option and the fair market value per unit at the time of the election. All amounts accrued by the named executive officers under our Amended and Restated Supplemental Retirement Program and 2008 SERP will vest and be funded in a trust for the benefit of the executive officers when they retire at or after reaching age 62, die, or become disabled, whichever occurs first. Matthew A. Ouimet The payments that would have been made to Mr. Ouimeteach of the named executives upon a termination of his or her employment or a change in control of the Partnership as of December 31, 2015,2019 are as follows:   Executive Benefits and Payments Upon Separation   All Terminations     Termination Other than For Cause or For Good Reason     Termination upon Non- renewal     Disability     Death     Change in Control Only     Termination upon Change in Control   Compensation                                                 Earned but unpaid salary   $ 40,636          $ 40,636          $ 40,636          $ 40,636          $ 40,636          $ 40,636          $ 40,636                            Severance     —            1,854,000            927,000            1,854,000            —            —            221,757          (1)                      Incentive compensation     635,737          (2)        635,737          (2)        635,737          (2)        635,737          (2)        635,737          (2)        79,537          (3)        635,737          (2)                      Unit Options     —            771,291          (4)        771,291          (4)        —            —            771,291            771,291                            Restricted units     —            2,329,785          (4)        2,329,785          (4)        3,670,266            3,670,266            3,670,266            3,670,266                            Performance units     —            5,562,562          (5)        5,562,562          (5)        8,907,689          (6)        8,907,689          (6)        11,163,317            11,163,317                            Benefits                                                 Health benefits     —            17,902            17,902            17,902            17,902            —            44,754                                                                                                      Totals   $     676,373              $ 11,211,913        (7)      $ 10,284,913        (7)      $ 15,126,230        (7)      $ 13,272,230        (7)      $ 15,725,047              $ 16,547,758            Name/ Benefits and Payments Upon Separation   All Terminations     Termination Other than For Cause or For Good Reason     Termination upon Non- renewal     Disability     Death     Change in Control Only     Termination upon Change in Control     Richard A. Zimmerman                         Earned but unpaid salary   $ 35,068     $ 35,068       $ —       $ 35,068       $ 35,068       $ —     $ 35,068     Severance     —       1,600,000         —         1,600,000         —         —       1,926,069       (1 )  Incentive compensation     1,216,400       1,216,400         —         1,216,400         1,216,400         —       1,216,400     Restricted units     —       1,824,301       (3)       —         2,855,624         2,855,624         2,855,624       2,855,624     Performance units     —       2,106,221       (4)       —         2,713,104       (5)       2,713,104       (5)       5,421,369       5,421,369     Health benefits     —       18,540               —               18,540               18,540               —       73,580           Total   $   1,251,468     $   6,800,530       (6)     $ —       $   8,438,736       (6)     $   6,838,736       (6)     $   8,276,993     $   11,528,110     Brian C. Witherow                         Earned but unpaid salary   $ 22,536     $ 22,536       $ 22,536       $ 22,536       $ 22,536       $ —     $ 22,536     Severance     —       514,100         514,100         514,100         —         —       2,519,894       (2 )  Incentive compensation     621,495       621,495         621,495         621,495         621,495         —       621,495     Restricted units     —       815,821       (3)       815,821       (3)       1,247,299         1,247,299         1,247,299       1,247,299     Performance units     —       1,049,479       (4)       1,049,479       (4)       1,422,812       (5)       1,422,812       (5)       2,517,610       2,517,610     Health benefits     —       17,909               17,909               17,909               17,909               —       47,201           Total   $ 644,031     $ 3,041,340       (6)     $ 3,041,340       (6)     $ 3,846,151       (6)     $ 3,332,051       (6)     $ 3,764,909     $ 6,976,035     Tim V. Fisher                         Earned but unpaid salary   $ 24,592     $ 24,592       $ 24,592       $ 24,592       $ 24,592       $ —     $ 24,592     Severance     —       561,000         561,000         561,000         —         —       —       (1 )  Incentive compensation     678,193       678,193         678,193         678,193         678,193         —       —       (1 )  Restricted units     —       780,625       (3)       780,625       (3)       1,279,434         1,279,434         1,279,434       962,069       (1 )  Performance units     —       610,284       (4)       610,284       (4)       932,445       (5)       932,445       (5)       2,128,644       2,128,644     Health benefits     —       17,608               17,608               17,608               17,608               —       57,998           Total   $ 702,785     $ 2,672,302       (6)     $ 2,672,302       (6)     $ 3,493,272       (6)     $ 2,932,272       (6)     $ 3,408,078     $ 3,173,303     Duffield E. Milkie                         Earned but unpaid salary   $ 19,577     $ 19,577       $ 19,577       $ 19,577       $ 19,577       $ —     $ 19,577     Severance     —       446,600         446,600         446,600         —         —       2,188,749       (2 )  Incentive compensation     543,914       543,914         543,914         543,914         543,914         —       543,914     Restricted units     —       527,478       (3)       527,478       (3)       813,917         813,917         813,917       813,917     Performance units     —       660,069       (4)       660,069       (4)       821,103       (5)       821,103       (5)       1,594,640       1,594,640     Supplemental retirement     —       —         —         137,091         137,091         137,091       137,091     Health benefits     —       17,609               17,609               17,609               17,609               —       51,069           Total   $ 563,491     $ 2,215,247       (6)     $ 2,215,247       (6)     $ 2,799,811       (6)     $ 2,353,211       (6)     $ 2,545,648     $ 5,348,957     Kelley S. Semmelroth                         Earned but unpaid salary   $ 16,434     $ 16,434       $ 16,434       $ 16,434       $ 16,434       $ —     $ 16,434     Severance     —       374,900         374,900         374,900         —         —       1,837,499       (2 )  Incentive compensation     452,092       452,092         452,092         452,092         452,092         —       452,092     Restricted units     —       406,827       (3)       406,827       (3)       615,519         615,519         615,519       615,519     Performance units     —       526,625       (4)       526,625       (4)       651,790       (5)       651,790       (5)       1,225,233       1,225,233     Health benefits     —       13,006               13,006               13,006               13,006               —       41,018           Total   $ 468,526     $ 1,789,884       (6)     $ 1,789,884       (6)     $ 2,123,741       (6)     $ 1,748,841       (6)     $ 1,840,752     $ 4,187,795       58 / 2020 Proxy Statement | CEDAR FAIR, L.P. (1) Amount was decreased by $5,868,242$2,911,430 and by $3,745,556 to comply with the 280G cap and cutback provision of Mr. Ouimet’sZimmerman’s employment agreement. agreement and Mr. Fisher’s employment agreement, respectively.Pre-capped severance amount based on 20142018 cash compensation, as defined in their employment agreementagreements and described above on pages 70-72,52-57, which reflects the salary and target annual cash bonus and Mr. Ouimet’s annual supplemental compensation for 2014.2018. See “SummarySummary Compensation Table for 2015” for increased 20152019 salary versus 20142018 and “GrantsGrants of Plan BasedPlan-Based Awards Table for 2015” for 20152019 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 20162020 (subject to the 280G cap and cutback provision).   (2) Amount excludes portion Severance amount based on 2018 cash compensation, as defined in his or her employment agreement and described above on pages 52-57, which reflects the salary and target annual cash bonus for 2018. SeeSummary Compensation Table for increased 2019 salary versus 2018 andGrants of 2015Plan-Based Awards Table for 2019 target cash incentive award paid prioropportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2020 (subject to the assumed termination date.280G cap and cutback provision).   (3) Amount represents payout of the 2015 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control. (4) Amount includes all unexercisable options awarded to Mr. Ouimet in 2013. Amount also includes the restricted units awarded to each of the named executive officers in February 2014, 2016 (other than Mr. Fisher) and 2017,two-thirds of the restricted units awarded in February 20152018, andone-third of the restricted units awarded in October 2015.2019. Amount based on value of the units, including the value of any accumulated distribution equivalents, as of the assumed termination date. Value of this award to Mr. Ouimet depends on the unit price as of the later applicable payment dates and could differ from that assumed herein. Value of the restricted units also depends on the value of future distributions made prior to the payment date.   (5)(4) Amount includes the performance awards awarded to each of the named executive officers in 2016 (other than Mr. Ouimet in 2013Fisher) and 2014.2017. This amount is based on the actual number of units earned for the 20132016 award, and for the 20142017 award assumes that all performance metrics are met over the applicable performance period and that Mr. Ouimeteach of the named executive officers would receive the maximumtarget number of units. The amount represents the value at December 31, 20152019 of 99,616 units for each of the named executive officers, which includes the value of distribution equivalents accrued through the assumed termination date.date, as follows: Mr. Zimmerman - 37,991 units; Mr. Witherow - 18,930 units; Mr. Fisher - 11,008 units; Mr. Milkie - 11,906 units; and Ms. Semmelroth - 9,499 units. The total units under the 20142017 award that would be payable, however, could be higher or lower as a result of performance actually attained. Additionally, as Mr. Ouimeteach of the named executive officers would not receive any payments under the 20142017 award until the scheduled payment date in 2017,2021, the value to him of the units would depend on the unit price as of the later applicable payment date and on the value of future distributions made prior to the payment date.   (6)(5) If Mr. Ouimeteach of the named executive officers had died or had become disabled on December 31, 2015,2019, he or she would be entitled to receive payment in 2016, 20172020, 2021 and 2018,2022, respectively, as provided in his 2013-2015, 2014-2016,or her 2017-2019, 2018-2020 and 2015-2017 functional currency Adjusted EBITDA-based2019-2021 performance unit awards as if he or she were employed on the applicable payment date and he would be entitled to receive payment within thirty days as provided in his 2014 performance-based retention award.date. Any such payments from the functional currency Adjusted EBITDA-based performance awards and the 2014 performance-based retention award would be prorated as of December 31, 2015,2019, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Ouimet would receive the maximum number of units. Accordingly, this amount includes the value at December 31, 20152019 of 40,949 units (i.e., the actual number of units earned under the 2013 award), 39,111 units (i.e.,2017-2019 award, 2/3 of the maximumtarget units under the 2014 award)2018-2020 award and 18,325 units (i.e., 1/3 of the maximum units under the 2015 award),2019-2021 award, plus the value of distribution equivalents accrued on those units through the assumed termination date. This amount also includes the value at December 31, 2015 of 61,136 units (the prorated portiondate, for each of the 2014 performance-based retention award assuming a 100% payoutnamed executive officers as defined in the award agreement)follows: Mr. Zimmerman - 15,064 units (2017-2019 award), plus the value of distribution equivalents accrued on those15,285 units through the assumed termination date.(2018-2020 award) and 18,589 units (2019-2021 award); Mr. Witherow - 8,845 units (2017-2019 award), 6,723 units (2018-2020 award) and 7,819 units (2019-2021 award); Mr. Fisher - 7,339 units (2018-2020 award) and 9,481 units (2019-2021 award); Mr. Milkie - 5,336 units (2017-2019 award), 4,380 units (2018-2020 award) and 5,095 units (2019-2021 award); and Ms. Semmelroth - 4,393 units (2017-2019 award), 3,404 units (2018-2020 award) and 3,959 units (2019-2021 award). The total units under the 20142018-2020 and 2015 functional currency Adjusted EBITDA-based2019-2021 performance unit awards that would be payable, however, could be higher or lower as a result of performance actually attained. Additionally, as Mr. Ouimeteach of the named executive officers would not receive any payments until the scheduled payment dates in 20172021 and 2018,2022, respectively, for the 20142018-2020 and 2015 functional currency Adjusted EBITDA-based2019-2021 performance unit awards, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates. (7)(6) Total value could be higher or lower depending upon the factors described in footnotes 4,5,3, 4, and 6. Brian C. Witherow5. The payments that would have been made to Mr. Witherow upon a termination of his employment or a change in control of the Partnership as of December 31, 2015, are as follows: Executive Benefits and Payments Upon Separation   All Terminations     Termination Other than For Cause or For Good Reason     Termination upon Non- renewal     Disability     Death     Change in Control Only     Termination upon Change in Control   Compensation                                                 Earned but unpaid salary   $ 18,236          $ 18,236          $ 18,236          $ 18,236          $ 18,236          $ 18,236          $ 18,236                            Severance     —            416,000            416,000            416,000            —            —            338,347          (1)                      Incentive compensation     237,744          (2)        237,744          (2)        237,744          (2)        237,744          (2)        237,744          (2)        29,744          (3)        237,744          (2)                      Unit Options     —            170,589          (4)        170,589          (4)        —            —            170,589            170,589                            Restricted units     —            450,126          (4)        450,126          (4)        758,344            758,344            758,344            758,344                            Performance units     —            1,087,630          (5)        1,087,630          (5)        1,077,345          (6)        1,077,345          (6)        1,602,634            1,602,634                            Benefits                                                 Health benefits     —            20,459            20,459            20,459            20,459            —            51,148                                                                                                      Totals   $ 255,980                $ 2,400,784          (7)      $ 2,400,784          (7)      $ 2,528,128          (7)      $ 2,112,128          (7)      $ 2,579,547                $ 3,177,042              (1) Amount was decreased by $1,661,652 to comply with the 280G cap and cutback provision of Mr. Witherow’s employment agreement. Pre-capped severance amount based on 2014 cash compensation, as defined in employment agreement and described above on pages 70-72, which reflects the salary and target annual cash bonus for 2014. See “Summary Compensation Table for 2015” for increased 2015 salary versus 2014 and “Grants of Plan Based Awards Table for 2015” for 2015 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2016 (subject to the 280G cap and cutback provision).   (2) Amount excludes portion of 2015 cash incentive award paid prior to the assumed termination date. (3) Amount represents payout of the 2015 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control. (4) Amount includes all unexercisable options awarded to Mr. Witherow in 2013. Amount also includes the restricted units awarded to Mr. Witherow in February 2014, two-thirds of the restricted units awarded in February 2015, and one-third of the restricted units awarded in October 2015. Amount based on value of the units, including the value of any accumulated distribution equivalents, as of the assumed termination date. Value of this award to Mr. Witherow depends on the unit price as of the later applicable payment dates and could differ from that assumed herein. Value of restricted units also depends on the value of future distributions made prior to the payment date. (5) Amount includes the performance awards awarded to Mr. Witherow in 2013 and 2014. This amount is based on the actual number of units earned for the 2013 award, and for the 2014 award assumes that all performance metrics are met over the applicable performance period and that Mr. Witherow would receive the maximum number of units. The amount represents the value at December 31, 2015 of 19,478 units,    which includes the value of distribution equivalents accrued through the assumed termination date. The total units under the 2014 award that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Witherow would not receive any payments under the 2014 award until the scheduled payment date in 2017, the value to him of the units would depend on the unit price as of the later applicable payment date and on the value of future distributions made prior to the payment date.CEDAR FAIR, L.P. | 2020 Proxy Statement / 59 (6) If Mr. Witherow had died or had become disabled on December 31, 2015, he would be entitled to receive payment in 2016, 2017 and 2018, respectively, as provided in his 2013-2015, 2014-2016 and 2015-2017 performance unit awards as if he were employed on the applicable payment date. Any such payments from the performance awards would be prorated as of December 31, 2015, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Witherow would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2015 of 9,057 units (i.e., the actual number of units earned under the 2013 award), 6,947 units (i.e., 2/3 of the maximum units under the 2014 award) and 3,289 units (i.e., 1/3 of the maximum units under the 2015 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units under the 2014 and 2015 performance unit awards that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Witherow would not receive any payments until the scheduled payment dates in 2017 and 2018, respectively, for the 2014 and 2015 performance unit awards, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates. (7) Total value could be higher or lower depending upon the factors described in footnotes 4, 5, and 6. Richard A. Zimmerman The payments that would have been made to Mr. Zimmerman upon a termination of his employment or a change in control of the Partnership as of December 31, 2015, are as follows: Executive Benefits and Payments Upon Separation   All Terminations     Termination Other than For Cause or For Good Reason     Termination upon Non- renewal     Disability     Death     Change in Control Only     Termination upon Change in Control   Compensation                                                 Earned but unpaid salary   $ 24,110          $ 24,110          $ 24,110          $ 24,110          $ 24,110          $ 24,110          $ 24,110                            Severance     —            550,000            550,000            550,000            —            —            458,583          (1)                      Incentive compensation     314,325          (2)        314,325          (2)        314,325          (2)        314,325          (2)        314,325          (2)        39,325          (3)        314,325          (2)                      Unit Options     —            207,343          (4)        207,343          (4)        —            —            207,343            207,343                            Restricted units     —            686,365          (4)        686,365          (4)        1,141,054            1,141,054            1,141,054            1,141,054                            Performance units     —            1,378,377          (5)        1,378,377          (5)        1,470,745          (6)        1,470,745          (6)        2,289,471            2,289,471                            Benefits                                                 Health benefits     —            21,977            21,977            21,977            21,977            —            54,941                                                                                                      Totals   $ 338,435                $ 3,182,497          (7)      $ 3,182,497          (7)      $ 3,522,211          (7)      $ 2,972,211          (7)      $ 3,701,303                $ 4,489,827              (1) Amount was decreased by $2,166,416 to comply with the 280G cap and cutback provision of Mr. Zimmerman’s employment agreement. Pre-capped severance amount based on 2014 cash compensation, as defined in employment agreement and described above on pages 70-72, which reflects the salary and target annual cash bonus for 2014. See “Summary Compensation Table for 2015” for increased 2015 salary versus 2014 and “Grants of Plan Based Awards Table for 2015” for 2015 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2016 (subject to the 280G cap and cutback provision). (2) Amount excludes portion of 2015 cash incentive award paid prior to the assumed termination date. (3) Amount represents payout of the 2015 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control. (4) Amount includes all unexercisable options awarded to Mr. Zimmerman in 2013. Amount also includes the restricted units awarded to Mr. Zimmerman in February 2014, two-thirds of the restricted units awarded in February 2015, and one-third of the restricted units awarded in October 2015. Amount based on value of the units, including the value of any accumulated distribution equivalents, as of the assumed termination date. Value of this award to Mr. Zimmerman depends on the unit price as of the later applicable payment dates and could differ from that assumed herein. Value of restricted units also depends on the value of future distributions made prior to the payment date. (5) Amount includes the performance awards awarded to Mr. Zimmerman in 2013 and 2014. This amount is based on the actual number of units earned for the 2013 award, and for the 2014 award assumes that all performance metrics are met over the applicable performance period and that Mr. Zimmerman would receive the maximum number of units. The amount represents the value at December 31, 2015 of 24,684 units, which includes the value of distribution equivalents accrued through the assumed termination date. The total units under the 2014 award that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Zimmerman would not receive any payments under the 2014 award until the scheduled payment date in 2017, the value to him of the units would depend on the unit price as of the later applicable payment date and on the value of future distributions made prior to the payment date. (6) If Mr. Zimmerman had died or had become disabled on December 31, 2015, he would be entitled to receive payment in 2016, 2017 and 2018, respectively, as provided in his 2013-2015, 2014-2016 and 2015-2017 performance unit awards as if he were employed on the applicable payment date. Any such payments from the performance awards would be prorated as of December 31, 2015, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Zimmerman would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2015 of 11,008 units (i.e., the actual number of units earned under the 2013 award), 9,117 units (i.e., 2/3 of the maximum units under the 2014 award) and 6,213 units (i.e., 1/3 of the maximum units under the 2015 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units under the 2014 and 2015 performance unit awards that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Zimmerman would not receive any payments until the scheduled payment dates in 2017 and 2018, respectively, for the 2014 and 2015 performance unit awards, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates. (7) Total value could be higher or lower depending upon the factors described in footnotes 4, 5, and 6. Duffield E. Milkie The payments that would have been made to Mr. Milkie upon a termination of his employment or a change in control of the Partnership as of December 31, 2015, are as follows: Executive Benefits and Payments Upon Separation   All Terminations     Termination Other than For Cause or For Good Reason     Termination upon Non- renewal     Disability     Death     Change in Control Only     Termination upon Change in Control   Compensation                                                 Earned but unpaid salary   $ 16,132          $ 16,132          $ 16,132          $ 16,132          $ 16,132          $ 16,132          $ 16,132                            Severance     —            368,000            368,000            368,000            —            —            1,289,223          (1)                      Incentive compensation     157,734          (2)        157,734          (2)        157,734          (2)        157,734          (2)        157,734          (2)        19,734          (3)        157,734          (2)                      Unit Options     —            113,995          (4)        113,995          (4)        —            —            113,995            113,995                            Restricted units     —            234,733          (4)        234,733          (4)        386,750            386,750            386,750            386,750                            Performance units     —            610,696          (5)        610,696          (5)        635,866          (6)        635,866          (5)        865,394            865,394                            Supplemental retirement     —            —            —            92,966            92,966            92,966            92,966                            Benefits                                                 Health benefits     —            16,965            16,965            16,965            16,965            —            42,412                                                                                                      Totals   $ 173,866                $ 1,518,255          (7)      $ 1,518,255          (7)      $ 1,674,413          (7)      $ 1,306,413          (7)      $ 1,494,971                $ 2,964,606              (1) Amount was decreased by $154,526 to comply with the 280G cap and cutback provision of Mr. Milkie’s employment agreement. Pre-capped Severance amount based on 2014 cash compensation, as defined in employment agreement and described above on pages 70-72, which reflects the salary and target annual cash bonus for 2014. See “Summary Compensation Table for 2015” for increased 2015 salary versus 2014 and “Grants of Plan Based Awards Table for 2015” for 2015 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2016 (subject to the 280G cap and cutback provision). (2) Amount excludes portion of 2015 cash incentive award paid prior to the assumed termination date. (3) Amount represents payout of the 2015 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control. (4) Amount includes all unexercisable options awarded to Mr. Milkie in 2013. Amount also includes the restricted units awarded to Mr. Milkie in February 2014, two-thirds of the restricted units awarded in February 2015, and one third of the restricted units awarded in October 2015. Amount based on value of the units, including the value of any accumulated distribution equivalents, as of the assumed termination date. Value of this award to Mr. Milkie depends on the unit price as of the later applicable payment dates and could differ from that assumed herein. Value of restricted units also depends on the value of future distributions made prior to the payment date. (5) Amount includes the performance awards awarded to Mr. Milkie in 2013 and 2014. This amount is based on the actual number of units earned for the 2013 award, and for the 2014 award assumes that all performance metrics are met over the applicable performance period and that Mr. Milkie would receive the maximum number of units. The amount represents the value at December 31, 2015 of 10,936 units, which includes the value of distribution equivalents accrued through the assumed termination date. The total units under the 2014 award that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Milkie would not receive any payments under the 2014 award until the scheduled payment date in 2017, the value to him of the units would depend on the unit price as of the later applicable payment date and on the value of future distributions made prior to the payment date. (6) If Mr. Milkie had died or had become disabled on December 31, 2015, he would be entitled to receive payment in 2016, 2017 and 2018, respectively, as provided in his 2013-2015, 2014-2016 and 2015-2017 performance unit awards as if he were employed on the applicable payment date. Any such payments from the performance awards would be prorated as of December 31, 2015, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Milkie would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2015 of 6,052 units (i.e., the actual number of units earned under the 2013 award), 3,256 units (i.e., 2/3 of the maximum units under the 2014 award) and 2,079 units (i.e., 1/3 of the maximum units under the 2015 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units under the 2014 and 2015 performance unit awards that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Milkie would not receive any payments until the scheduled payment dates in 2017 and 2018, respectively, for the 2014 and 2015 performance unit awards, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates. (7) Total value could be higher or lower depending upon the factors described in footnotes 4, 5, and 6. Kelley Semmelroth The payments that would have been made to Ms. Semmelroth upon a termination of her employment or a change in control of the Partnership as of December 31, 2015, are as follows: Executive Benefits and Payments Upon Separation   All Terminations     Termination Other than For Cause or For Good Reason     Termination upon Non- renewal     Disability     Death     Change in Control Only     Termination upon Change in Control   Compensation                                                 Earned but unpaid salary   $ 12,888          $ 12,888          $ 12,888          $ 12,888          $ 12,888          $ 12,888          $ 12,888                            Severance     —            294,000            294,000            294,000            —            —            1,318,124          (1)                      Incentive compensation     142,818          (2)        142,818          (2)        142,818          (2)        142,818          (2)        142,818          (2)        17,868          (3)        142,818          (2)                      Unit Options     —            87,794          (4)        87,794          (4)        —            —            87,794            87,794                            Restricted units     —            218,107          (4)        218,107          (4)        354,070            354,070            354,070            354,070                            Performance units     —            556,386          (5)        556,386          (5)        550,399          (6)        550,399          (6)        769,675            769,675                            Benefits                                                 Health benefits     —            15,384            15,384            15,384            15,384            —            38,459                                                                                                      Totals   $ 155,706                $ 1,327,377          (7)      $ 1,327,377          (7)      $ 1,369,559          (7)      $ 1,075,559          (7)      $ 1,242,295                $ 2,723,828              (1) Severance amount based on 2014 cash compensation, as defined in employment agreement and described above on pages 70-72, which reflects the salary and target annual cash bonus for 2014. See “Summary Compensation Table for 2015” for increased 2015 salary versus 2014 and “Grants of Plan Based Awards Table for 2015” for 2015 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2016 (subject to the 280G cap and cutback provision). (2) Amount excludes portion of 2015 cash incentive award paid prior to the assumed termination date. (3) Amount represents payout of the 2015 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control. (4) Amount includes all unexercisable options awarded to Ms. Semmelroth in 2013. Amount also includes the restricted units awarded to Ms. Semmelroth in February 2014, two-thirds of the restricted units awarded in February 2015, and one third of the restricted units awarded in October 2015. Amount based on value of the units, including the value of any accumulated distribution equivalents, as of the assumed termination date. Value of this award to Ms. Semmelroth depends on the unit price as of the later applicable payment dates and could differ from that assumed herein. Value of restricted units also depends on the value of future distributions made prior to the payment date. (5) Amount includes the performance awards awarded to Ms. Semmelroth in 2013 and 2014. This amount is based on the actual number of units earned for the 2013 award, and for the 2014 award assumes that all performance metrics are met over the applicable performance period and that Ms. Semmelroth would receive the maximum number of units. The amount represents the value at December 31, 2015 of 9,964 units, which includes the value of distribution equivalents accrued through the assumed termination date. The total units under the 2014 award that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Ms. Semmelroth would not receive any payments under the 2014 award until the scheduled payment date in 2017, the value to her of the units would depend on the unit price as of the later applicable payment date and on the value of future distributions made prior to the payment date. (6) If Ms. Semmelroth had died or had become disabled on December 31, 2015, she would be entitled to receive payment in 2016, 2017 and 2018, respectively, as provided in her 2013-2015, 2014-2016 and 2015-2017 performance unit awards as if she were employed on the applicable payment date. Any such payments from the performance awards would be prorated as of December 31, 2015, the date of death or disability, and would depend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Ms. Semmelroth would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2015 of 4,660 units (i.e., the actual number of units earned under the 2013 award), 3,536 units (i.e., 2/3 of the maximum units under the 2014 award) and 1,661 units (i.e., 1/3 of the maximum units under the 2015 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units under the 2014 and 2015 performance unit awards that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Ms. Semmelroth would not receive any payments until the scheduled payment dates in 2017 and 2018, respectively, for the 2014 and 2015 performance unit awards, the value to her of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates. (7) Total value could be higher or lower depending upon the factors described in footnotes 4, 5, and 6. DIRECTOR COMPENSATION The Compensation Committee of the Board of Directors recommends the fees paid to Directors and Board Committee members for services in those capacities. The schedule of fees for 20162020 is as follows:     1. For service as a member of the Board, a retainer of $65,000$70,000 per annum, payable in cash quarterly, plus $1,500 payable in cash for attendance at each meeting of the Board after the 20th Board meeting, plus $120,000$130,000 per annum to be paid in cash, limited partnership units, adjusted for fractional units as needed, or a combination of both;     2. For service as a Board Committee member, $2,000$5,000 per annum (excluding Committee Chairman); and     3. For service as Chairman of the Board of Directors, a fee of $50,000$125,000 per annum; for service as Chairman of the Audit Committee of the Board, a fee of $20,000 per annum; for service as the Chairman of the Compensation Committee, a fee of $15,000 per annum; and for service as the Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, a fee of $5,000 for each$12,000 per annum. These fees are payable only tonon-management Directors. Management Directors receive no additional compensation for service as a Director. All Directors receive reimbursement from the Partnership for reasonable expenses incurred in connection with service in that capacity. Additionally, all Directors are 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 future Board members). The directors have the option to elect to defer some or all of their annual equity payment. The deferred units accrue distribution equivalents and are paid out in a lump sum in units, or a combination of cash and units, upon the director’s departure from the Board. 60 / 2020 Proxy Statement | CEDAR FAIR, L.P. Director Compensation for 20152019 The table that follows summarizes the director compensation paid by the Partnership to non-employee Directors for the fiscal year ended December 31, 2015.2019. The schedule of non-employee director fees for 20152019 was as follows:     1. For service as a member of the Board, a retainer of $65,000$70,000 per annum, payable in cash quarterly, plus $1,500 payable in cash for attendance at each meeting of the Board after the 20th Board meeting, plus $120,000$130,000 per annum to be paid in cash, limited partnership units, adjusted for fractional units as needed, or a combination of both;     2. For service as a Board Committee member, $2,000$5,000 per annum (excluding Committee Chairman); and     3. For service as Chairman of the Board,Lead Director, a fee of $50,000 per annum; for service as Chairman of the Audit Committee of the Board, a fee of $20,000 per annum; for service as the Chairman of the Compensation Committee, a fee of $15,000 per annum; and for service as the Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, a fee of $5,000 for each$12,000 per annum. These fees are payable only tonon-management Directors. Management Directors receive no additional compensation for service as a Director. All Directors receive reimbursement from the Partnership for reasonable expenses incurred in connection with service in that capacity.   (a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)   (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   Name(1)   Fees Earned or Paid in Cash ($)     Unit Awards ($) (2)     Option Awards ($) (3)     Non-Equity Incentive Plan Compensation ($)     Change in Pension Value and Nonqualified Deferred Compensation Earnings     All Other Compensation ($)     Total ($)     Fees Earned or Paid in Cash ($)   Unit Awards ($) (5)   Option Awards ($) (6)   Non-Equity Incentive Plan Compensation ($)     Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($)   Eric L. Affeldt   $   235,000      $ —      $ —      $ —      $ —      $ —      $   235,000    Eric L. Affeldt (2)   $ 90,674       —       —       —       —       —     $ 90,674   Gina D. France   $ 202,000      $ —      $ —      $ —      $ —      $ —      $ 202,000      $ 225,000       —       —       —       —       —     $ 225,000   Daniel J. Hanrahan   $ 69,000      $   120,000      $ —      $ —      $ —      $ —      $ 189,000      $ 215,000       —       —       —       —       —     $ 215,000   Tom Klein   $ 70,000      $ 120,000      $ —      $ —      $ —      $ —      $ 190,000    Tom Klein (3)   $ 56,442       —       —       —       —       —     $ 56,442   D. Scott Olivet   $ 67,000      $ 120,000      $ —      $ —      $ —      $ —      $ 187,000      $ 205,000       —       —       —       —       —     $ 205,000   Matthew A. Ouimet (4)   $ 500,000       —       —     $ 738,840       —     $ 19,496     $     1,258,336   Carlos A. Ruisanchez   $ 41,826     $ 72,516       —       —       —       —     $ 114,342   John M. Scott, III   $ 70,000      $ 120,000      $ —      $ —      $ —      $ —      $ 190,000      $ 208,654       —       —       —       —       —     $ 208,654   Lauri M. Shanahan   $ 67,000      $ 120,000      $ —      $ —      $ —      $ —      $ 187,000      $  212,000       —       —       —       —       —     $ 212,000   Debra Smithart-Oglesby   $ 69,000      $ 120,000      $ —      $ —      $ —      $ —      $ 189,000      $ 120,000     $ 130,007       —       —       —       —     $ 250,007     (1) Matthew Richard A. Ouimet, the Partnership’s President and Chief Executive Officer,Zimmerman is not included in this table as heMr. Zimmerman was an employee of the Partnership in 20152019 and thus received nodid not receive any additional compensation for his service as a Director. The compensation to Mr. OuimetZimmerman as an employee of the Partnership is shown in theSummary Compensation Table on page 47 and our other Executive Compensation disclosures.   (2) Eric L. Affeldt did not seekre-election in 2019. Carlos A. Ruisanchez was elected as Mr. Affeldt’s successor. (3) Tom Klein resigned in April 2019. Mr. Zimmerman was appointed for the remainder of Mr. Klein’s term. (4) Matthew A. Ouimet served as Executive Chairman of the Board of Directors through the end of 2019, and Mr. Hanrahan became our independent board chairman, effective January 1, 2020. Mr. Ouimet was compensated for 2019 as an executive officer and pursuant to his employment agreement. In connection with the transition, we entered into a transition agreement with Mr. Ouimet in December 2019 under which he has CEDAR FAIR, L.P. | 2020 Proxy Statement / 61 remained in service on the Board of Directors as anon-employee director. The transition agreement also provided Mr. Ouimet with continued vesting of his outstanding annual cash incentive compensation and long-term equity incentive compensation so long as he continued to serve as anon-employee director through the applicable restricted period or payment date. The amount in column (e) reflects the 2019 cash incentive award to Mr. Ouimet. As of December 31, 2019, Mr. Ouimet had 40,195 restricted units and 34,799 performance units outstanding. These awards vested and were paid in February 2020. The amount in column (g) reflects 401(k) matching contributions of 3% of pay and reflects profit sharing contributions of 4% of pay up to the respective limitations imposed under rules of the Internal Revenue Service. The 2019 profit sharing contribution for Mr. Ouimet was $11,096. (5) The amounts in column (c) reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of units awarded to Mr. Ruisanchez and Ms. Smithart-Oglesby in 2019. For 2019, Mr. Ruisanchez and deferred units awarded to Ms. Shanahan and Messrs. Hanrahan, Olivet, Klein and Scott in 2015. For 2015, Ms. Shanahan and Messrs. Hanrahan, Olivet, Klein, and Scott eachSmithart-Oglesby received theirhis or her annual equity payment in the form of 2,537 deferred units.1,308 and 2,345 units, respectively. As of December 31, 2015,2019, Mr. Hanrahan had 13,683 deferred units outstanding, Mr. Olivet had 11,583 deferred units outstanding, Mr. Scott had 10,742 deferred units outstanding, Ms. Shanahan and Messrs. Hanrahan, Olivet and Scott each had 5,0688,642 deferred units outstanding and Mr. KleinMs. Smithart-Oglesby had 2,5374,337 deferred units outstanding. Mr. Klein settled his units during 2019 upon his resignation.   (6) (3) As of December 31, 2015,2019, nonon-employee Director had any options outstanding. Mr. Ouimet had 208,879 options outstanding as of December 31, 2019. 62 / 2020 Proxy Statement | CEDAR FAIR, L.P. COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Partnership’s proxy statement and the Partnership’s Annual Report on Form10-K for the fiscal year ended December 31, 2015.2019. Tom Klein, ChairmanLauri M. Shanahan, Chair Eric AffeldtJohn M. Scott, III Debra Smithart-Oglesby Daniel J. Hanrahan, former Chair CEDAR FAIR, L.P. | 2020 Proxy Statement / 63 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth the number of Partnership units beneficially owned by each of the Partnership’s Directors, each of the Board’s nominees for election at the annual meeting, each of the named executive officers, and all current Directors and executive officers as a group as of April 11, 2016,March 25, 2020, and by each person known by the Partnership to own 5% or more of its units. Directors, Board Nominees and Executive Officers      Amount and Nature of Beneficial Ownership      Amount and Nature of Beneficial Ownership    Beneficial            Investment Power      Voting Power(1)      Percentage   Name of Beneficial Owner    Ownership (1)                Sole        Shared      Sole      Shared          of Units(2)      Beneficial Ownership (1)            Voting Power (1)            Investment Power      Percentage of Units (2) Name of Beneficial Owner        Sole        Shared            Sole        Shared     Richard A. Zimmerman    227,623       (3)          227,623        —            193,479        —        * Brian C. Witherow    183,337     (4)          181,069        2,268            166,685        2,268        * Tim V. Fisher    24,153     (5)          24,153        —            7,568        —        * Duffield E. Milkie    88,148     (6)          87,867        281            78,355        281        * Kelley S. Semmelroth    62,054     (7)          62,054        —            55,032        —        * Gina D. France    10,525            10,525        —            10,525        —        * Daniel J. Hanrahan    44,318     (8)          44,318        —            44,318        —        * D. Scott Olivet    19,434     (8)          19,434        —            19,434        —        * Matthew A. Ouimet      412,453           (3 )    363,802           2,000         410,453         2,000         *       512,810     (9)          512,810        —            512,810        —        * Brian C. Witherow      113,818           (4 )    101,860           1,734         112,008         1,734         *    Richard A. Zimmerman      140,533           (5 )    125,535           —         140,533         —         *    Kelley Semmelroth      46,173           (6 )    41,564           —         46,173         —         *    Duffield E. Milkie      74,935           (7 )    69,598           281         74,654         281         *    Eric L. Affeldt      20,200           20,200           —         20,200         —         *    Gina D. France      10,525           10,525           —         10,525         —         *    Tom Klein      16,610           13,610           3,000         13,610         3,000         *    Carlos A. Ruisanchez    11,308            11,308        —            11,308      �� —        * John M. Scott, III      15,068           13,328           1,740         13,328         1,740         *       24,596     (8)          22,856        1,740            22,856        1,740        * Daniel J. Hanrahan      8,521           8,521           —         8,521         —         *    Lauri M. Shanahan      8,642           8,642           —         8,642         —         *       12,682     (8)          12,682        —            12,682        —        * Debra Smithart-Oglesby      13,292           13,292           —         13,292         —         *       29,810     (8)          29,810        —            29,810        —        * D. Scott Olivet      5,748           5,748           —         5,748         —         *    All Directors and executive officers as a group (17 individuals) (8)      1,096,740           988,398           8,755         1,087,985         8,755         1.9 %  All Directors and executive officers as a group (16 individuals) (10)    1,303,096            1,298,807        4,289            1,206,276        4,289        2.3 %    * Less than one percent of outstanding units.   (1) Includes restricted units over which there is voting power, but no investment power, as follows: Mr. Ouimet, 46,651;Zimmerman, 34,144; Mr. Witherow, 10,148;14,384; Mr. Zimmerman, 14,998;Fisher, 16,585; Mr. Milkie, 5,056;9,512; Ms. Semmelroth, 4,609,7,022; and all executive officers and directors as a group (17(16 individuals) 99,587.92,531.   (2) Each beneficial owner’s ownership percentage has been calculated assuming full exercise of outstanding options to purchase units, if any, exercisable by such owner within 60 days after April 11, 2016,March 25, 2020, as well as any deferred units the beneficial owner has the right to acquire within 60 days after April 11, 2016,March 25, 2020, but no exercise of outstanding options covering units held by any other person. The ownership percentage of the Directors and executive officers as a group has been calculated assuming full exercise of outstanding options that the Directors and executive officers as a group have the right to exercise as well as any deferred units that the Directors and executive officers as a group have a right to acquire, within 60 days after April 11, 2016,March 25, 2020, but no exercise of outstanding options covering units held by anyone outside that group.   (3) Consists of 410,453193,479 units as to which Mr. Zimmerman has sole voting and investment power (which includes 160,550 units directly owned by Mr. Zimmerman as of March 25, 2020 and 32,929 units that Mr. Zimmerman has the right to acquire within 60 days of March 25, 2020 through the exercise of options) and the restricted units referenced in footnote 1. (4) Consists of 166,685 units as to which Mr. Witherow has sole voting and investment power (which includes 121,807 units directly owned by Mr. Witherow as of March 25, 2020 and 44,878 units that Mr. Witherow has 64 / 2020 Proxy Statement | CEDAR FAIR, L.P. the right to acquire within 60 days of March 25, 2020 through the exercise of options) and the restricted units referenced in footnote 1; and 2,268 units for which he has shared voting and investment power. (5) Consists of 7,568 units as to which Mr. Fisher has sole voting and investment power which are directly owned by Mr. Fisher as of March 25, 2020 and the restricted units referenced in footnote 1. (6) Consists of 78,355 units as to which Mr. Milkie has sole voting and investment power (which includes 60,251 units directly owned by Mr. Milkie as of March 25, 2020 and 18,104 units that Mr. Milkie has the right to acquire within 60 days of March 25, 2020 through the exercise of options) and the restricted units referenced in footnote 1; and 281 units for which he has shared voting and investment power. (7) Consists of 55,032 units as to which Ms. Semmelroth has sole voting and investment power (which includes 41,089 units directly owned by Ms. Semmelroth as of March 25, 2020 and 13,943 that Ms. Semmelroth has the right to acquire within 60 days of March 25, 2020 through the exercise of options) and the restricted units referenced in footnote 1. (8) Includes units which such Directors have the vested right to acquire (within 60 days of March 25, 2020) through the conversion of deferred units under the Director equity deferred compensation program upon termination of a service as a Director of Cedar Fair: Mr. Hanrahan, 14,421 units; Mr. Olivet, 12,208 units; Mr. Scott, III, 11,321 units; Ms. Shanahan, 9,108 units; and Ms. Smithart-Oglesby, 4,571 units. (9) Consists of 512,810 units as to which Mr. Ouimet has sole voting and investment power (which includes 154,923303,931 units directly owned by Mr. Ouimet as of April 11, 2016, 46,651 units which are restricted from tradingMarch 25, 2020 and 208,879 units that Mr. Ouimet has the right to acquire within 60 days of April 11, 2016March 25, 2020 through the exercise of options); and 2,000 units for which he has shared voting and investment power. . (4) Consists of 112,084 units as to which Mr. Witherow has sole voting power (which includes 57,058 units directly owned by Mr. Witherow as of April 11, 2016, 10,148 units which are restricted from trading and 44,878 units that Mr. Witherow has the right to acquire within 60 days of April 11, 2016 through the exercise of options); and 1,734 units for which he has shared voting and investment power.   (10) (5) Consists of 140,533 units as to which Mr. Zimmerman has sole voting power (which includes 92,606 units directly owned by Mr. Zimmerman as of April 11, 2016, 14,998 units which are restricted from trading and 32,929 units that Mr. Zimmerman has the right to acquire within 60 days of April 11, 2016 through the exercise of options). (6) Consists of 46,173 units as to which Ms. Semmelroth has sole voting power (which includes 18,093 units directly owned by Ms. Semmelroth as of April 11, 2016, 4,609 units which are restricted from trading and 23,471 units that Ms. Semmelroth has the right to acquire within 60 days of April 11, 2016 through the exercise of options). (7) Consists of 74,654 units as to which Mr. Milkie has sole voting (which includes 39,108 units directly owned by Mr. Milkie as of April 11, 2016, 5,056 units which are restricted from trading and 30,490 units that Mr. Milkie has the right to acquire within 60 days of April 11, 2016 through the exercise of options); and 281 units for which he has shared voting and investment power. (8) The unit amounts listed include a total of 407,528370,362 units of limited partner interest which all current directors and executive officers as a group have vested options or deferred equity compensation with the right to acquire within 60 days from April 11, 2016.March 25, 2020. 5% or Greater Unitholders Name and Address of Beneficial Owner      Amount and Nature of Beneficial Ownership            Percentage of Units        Neuberger Berman Group LLC Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, NY 10104      4,108,570    (1)    7.2%   Janus Henderson Group plc 201 Bishopsgate EC2M 3AE United Kingdom      4,088,472    (2)    7.2%   Morgan Stanley Morgan Stanley Strategic Investments, Inc. 1585 Broadway New York, NY 10036      3,518,820    (3)    6.2%   Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Percentage of Units Neuberger Berman Group LLC Neuberger Berman Investment Advisors LLC Neuberger Berman LLC 605 Third Avenue New York, NY 10158 8,091,195  (1) 14.4 %  MSDC Management, L.P. MSD Torchlight Partners, L.P. 645 Fifth Avenue, 21st Floor New York, NY 10022 3,812,073  (2) 6.8 %  Capital Research Global Investors 333 South Hope Street, Los Angeles, CA 90071 2,958,500  (3) 5.3 %  (1) Based upon a Schedule 13G/A filing by Neuberger Berman Group LLC Neuberger Investment Advisers LLC, and Neuberger Berman Investment Advisers LLC (collectively, “NB”) on February 9, 2016.12, 2020. On the Schedule 13G/A, NB reported shared voting power over 7,810,9903,987,382 units and reported shared dispositive power over and aggregate beneficial ownership of 8,091,1954,108,570 units.   (2) Based upon a Schedule 13G/A filing by MSDC Management, L.P. and MSD Torchlight Partners, L.P. (collectively, “MSD”Janus Henderson Group plc (“Janus”) on February 13, 2014.2020. On the Schedule 13G, Janus reported shared voting power, shared dispositive power and aggregate beneficial ownership of 4,088,472 units. (3) Based upon a Schedule 13G/A filing by Morgan Stanley and Morgan Stanley Strategic Investments, Inc. (“Morgan Stanley”) on February 12, 2020. On the Schedule 13G/A, MSDMorgan Stanley reported shared voting power over 3,366,905 units and reported shared dispositive power over and aggregate beneficial ownership of 3,812,0733,518,820 units.   (3) Based upon a Schedule 13G filing by Capital Research Global Investors (“Capital Research”) on February 16, 2016. On the Schedule 13G, Capital Research reported shared voting power over, shared dispositive power over and aggregate beneficial ownership of 2,958,500 units. CEDAR FAIR, L.P. | 2020 Proxy Statement / 65 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There were no transactions that must be disclosed between the Partnership and our officers, directors, Board nominees for election or any person related to our officers or directors or Board nominees for election, or with any holder of more than 5% of the outstanding units or any person related to such unitholder, during 20152019 and through the date of this proxy statement. The Board’s Corporate Governance Guidelines include policies and procedures for the review and approval of interested transactions, which are defined as transactions in which CFMI or the Partnership participate and any executive officer, director, director nominee, beneficial owner of more than 5% of the Partnership’s units, or immediate family member of any of the foregoing, has a direct or indirect material interest. The definition of interested transactions is intended to cover the types of transactions subject to RegulationS-K Item 404 and excludes certain types of transactions consistent with that regulation. The policy generally presumes a related party’s interest to be material unless clearly incidental in nature or determined in accordance with the policy to be immaterial in nature. Each executive officer, director and director nominee is required to notify the Chair of the Nominating and Corporate Governance Committee of his or her intention to enter into, or to cause CFMI or the Partnership to enter into, an interested transaction. The Committee reviews the material facts of all interested transactions requiring its approval, and the disinterested members of the Committee either approve or disapprove the entry into the interested transaction. The policy also provides a mechanism for Committee review and ratification or modification of any interested transactions as to which advance approval is not feasible or that were entered into in error. In determining whether to approve or ratify a transaction, the Committee considers whether or not the transaction is in, or not inconsistent with, the best interests of the Partnership, taking into account the following (among other factors it considers appropriate): (i) the position within or relationship of the related party with the Partnership or CMFI, (ii) the extent of the related party’s interest in the transaction, (iii) the business purpose for and reasonableness of the transaction, including available alternatives for achieving the business purpose, (iv) whether the terms of the transaction are comparable to those that could be negotiated with an unrelated third party, (v) whether the transaction impacts the independence or objectivity of the director or executive officer, and (vi) whether the transaction creates the perception of impropriety. Authority is delegated under the policy to the Chair of the Nominating and Corporate Governance Committee topre-approve or ratify any interested transactions that do not involve a director and that are expected to involve less than $120,000, subject to subsequent review by the Committee. No director is allowed to participate in any discussion or approval of an interested transaction for which he or she is a related party, except for providing material information as to the transaction and for counting to determine the presence of a quorum to act on the transaction. An ad hoc committee of at least two independent directors may be designated by the Board where less than two members of the Committee would be available to review an interested transaction involving a member of a Committee. 66 / 2020 Proxy Statement | CEDAR FAIR, L.P. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires officers, Directors, and persons who own more than ten percent (10%) of a registered class of Partnership units, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, Directors and greater than ten percent unitholders are required by SEC regulation to furnish the Partnership with copies of all Section 16(a) forms they file. Based solely on a review of Forms 3, 4 and 5 (including amendments to such forms) furnished to the Partnership during and with respect to 2015, except as set forth below, no Director, officer, or beneficial owner of more than ten percent of the Partnership’s outstanding units failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during 2015. For 2015, each of the following had one late Form 4 filing, each consisting of one transaction, related to the allowance of Board members to defer their annual equity payment: Mr. Klein, Mr. Scott, Mr. Hanrahan, Ms. Shanahan, Mr. Olivet. For 2015, Ms. Kelley Semmelroth had one late Form 4 filing consisting of one transaction. REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee of the Board of Directors of Cedar Fair Management, Inc. is responsible for appointing and meeting withoversees 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. Management is responsible for the financial reporting process, includingprocess. Management has the system of internal controls and disclosure controls, andprimary responsibility for the preparation of consolidated financial statements, in accordance with accounting principles generally accepted infor maintaining effective internal control over financial reporting, and for assessing the United States (“GAAP”).effectiveness of internal control over financial reporting. The independent auditors are responsible for auditing these financial statements and expressing an opinion as to their conformity to GAAP, and for auditing the Partnership’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and review these processes, acting in an oversight capacity. Members ofIn fulfilling its oversight responsibilities, the Committee have reviewed and discussed the audited financial statements and internal controls for 20152019 contained in the Partnership’s Annual Report on Form10-K with management and representatives of Deloitte & Touche LLP. In addition,LLP, including a discussion of the Committeequality, not just the acceptability, of the Partnership’s accounting principles; the reasonableness of significant judgments; and such other matters as are required to be discussed with the independent auditors the matters required to be discussedauditor by the statement on Auditing Standard No. 16, “Communications with Audit Committees”, as adopted by the Public Company Accounting Oversight Board. The Committee also discussed with Deloitte & Touche LLP their independence from Cedar Fair Management, Inc., and the Partnership and its management, including the matters in the written disclosures and letter required by applicable requirementsstandards of the Public Company Accounting Oversight Board regarding(United States) (PCAOB), including PCAOB Auditing Standard No. 1301, “Communications With Audit Committees,” the rules of the Securities and Exchange Commission, and other applicable regulations. In addition, the Committee has discussed with the independent auditor the firm’s independence from management and the Partnership, including the matters in the letter received from the firm required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and considered the compatibility ofnon-audit services with the independent auditor’s communicationsindependence. The Committee met five times during fiscal 2019. The meetings of the Committee are designed to facilitate and encourage communication among the Committee, the Partnership, the Partnership’s internal audit function and the Partnership’s independent auditor. The Committee discussed with the audit committee concerningPartnership’s internal auditors and independent auditor the overall scope and plans for their respective audits. The Committee meets with the internal auditors and the independent auditor, with and without management present, to discuss the results of their examinations; their evaluations of the Partnership’s internal control, including internal control over financial reporting; and the overall quality of the Partnership’s financial reporting. The Audit Committee recognizes the importance of maintaining the independence whichof the Partnership’s independent auditor, both in fact and appearance. Each year, the Committee evaluates the qualifications, performance and independence of the Partnership’s independent auditor and determines whether tore-engage the current independent auditor. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and the auditors’ technical expertise and knowledge of the Partnership’s operations and industry. Based on this evaluation, the Audit Committee has received, and considered their independence in connection with non-audit services provided. The Audit Committee also reviewed withretained Deloitte & Touche LLP as the critical accounting policiesPartnership’s independent auditor for 2020. The members of the Audit Committee and practices followed bythe Board believe that, due to Deloitte & Touche LLP’s knowledge of the Partnership and other material written communications betweenof the industries in which it operates, it is in the best interests of the Partnership and its unitholders to continue retention of Deloitte & Touche LLP andto serve as the managementPartnership’s independent auditor. Although the Audit Committee has the sole authority to appoint the independent auditors, the Audit Committee will continue to recommend that the Board ask the unitholders, at the Annual Meeting, to ratify the appointment of the Partnership, including its report on the Partnership’s internal control over financial reporting.independent auditors. Based on the above reviews and discussions, the Committee recommended to the Board of Directors that the audited financial statements be included in the Partnership’s Annual Report on Form10-K for the year ended December 31, 20152019 for filing with the Securities and Exchange Commission. The Board of Directors approved the recommendation. Gina D. France, ChairpersonChair Eric L. AffeldtD. Scott Olivet Daniel HanrahanCarlos A. Ruisanchez Debra Smithart-Oglesby D.Scott Olivet CEDAR FAIR, L.P. | 2020 Proxy Statement / 67 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SERVICES AND FEES The aggregate fees billed or expected to be billed for the audit andnon-audit services provided to us by our principal accountant during the last two fiscal years are set forth below.  Type of Fees     2019       2018      Audit Fees   $ 1,195,344     $ 1,163,447    Audit-Related Fees     81,675       94,540    Tax Fees     352,988       382,439    All Other Fees     212,265       —    Total   $           1,842,272     $         1,640,426   Audit Fees The Partnership was consist of fees billed or expected to be billed by Deloitte $1,093,620 and $1,163,950 for professional services rendered for the 20152019 and 20142018 audits of the annual financial statements and internal control over financial reporting, the review of the financial statements included in Forms10-Q, and other services in connection with statutory and regulatory filings. Audit-Related Fees The Partnership was consist of fees billed $33,400 for audit-related feesor expected to be billed by Deloitte in 2015. The Partnership was not billed for audit-related fees by Deloitte in 2014. Audit-related servicesthat principally include due diligence, assurance services that are reasonably related to the performance of the audit or review of the Partnership’s financial statements and other attestation services or consultations that are not reported under audit fees. Tax Fees In 2015, the Partnership wasfees consist of fees billed or expected to be billed by Deloitte $199,457 and $143,538 in fees for services related to tax compliance ($261,239 and $237,362 for 2019 and 2018, respectively) and tax planning respectively. In 2014, the Partnership was billed by Deloitte $196,448($91,749 and $382,674 in$145,077 for 2019 and 2018, respectively). Other fees consist of fees for services related to tax compliance and tax planning, respectively. All Other Fees There are no fees for professionalpermitted services rendered by Deloitte that do not fit within the above category descriptions.descriptions, which in 2019 included fees for strategic acquisition due diligence. The Audit Committee reviews andpre-approves each audit andnon-audit service engagement with the Partnership’s independent auditors. In February 2020, the Audit Committee adopted a policy providingpre-approval thresholds for permissiblenon-attest professional fees for services, including thosenon-attest services provided by Deloitte, on a fixed fee or time and material basis. Permissiblenon-attest fees up to $50,000 can be approved by the Chief Financial Officer or Chief Accounting Officer, greater than $50,000 require approval by the Chair of the Audit Committee and greater than $250,000 require approval by the full Audit Committee. EXPENSES OF SOLICITATION OF PROXIES The Partnership hasWe have sent you this proxy and will pay the cost of soliciting the proxies from unitholders. Proxies may be solicited personally, by mail, by telephone, by email, by fax, by press release, by press interview or via the Internet. In addition, arrangements have been or will be made with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners of the units, and the Partnership, upon request, will reimburse the brokerage houses and custodians for their reasonable expenses in so doing. The Partnership hasWe have retained Morrow & Co.,Sodali LLC to aid in the solicitation of proxies and to verify certain records related to the solicitation. Morrow & Co.,Sodali LLC will receive a fee of between $5,000 and $10,000 as compensation for its services plus reimbursement for its relatedout-of-pocket expenses. CFMI, its directors and certain of its officers and employees also may solicit the vote of unitholders. These persons will receive no additional compensation for their assistance in soliciting proxies. 68 / 2020 Proxy Statement | CEDAR FAIR, L.P. UNITHOLDER PROPOSALS AND NOMINATIONS FOR THE 20172021 ANNUAL MEETING Any unitholder who wishes to present a proposal other than a nomination at the 20172021 annual meeting and to have the proposal considered for inclusion in the Partnership’s proxy statement and form of proxy for that meeting pursuant to SEC Rule14a-8 must deliver the proposal to the Partnership at itsour principal executive offices not later than December 28, 2016.8, 2020. Any unitholder who wishes to present such a proposal at the 20172021 annual meeting other than for inclusion in the Partnership’s proxy statement and form of proxy must deliver the proposal to the Partnership at itsour executive offices not later than March 13, 2017February 21, 2021 or such proposal will be untimely. If a unitholder fails to submit the proposal by March 13, 2017,February 21, 2021, the appointed proxies may exercise discretionary voting authority on the proposal. Any limited partner of record may nominate one or more persons for election or reelection to the Board at an annual meeting of limited partners in accordance with our Partnership Agreement if they meet and comply with the notice, procedural, informational, and other requirements of the Partnership Agreement. Limited partners must give timely notice in writing to the secretary of the Partnership of any such nominations. To be timely, a unitholder’s notice must be delivered to or received by the Partnershipat our executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of unitholders. However, if the annual meeting is advanced more than 30 days prior to the anniversary or delayed more than 60 days after such anniversary, then to be timely such notice must be received by the Partnership no later than the later of 70 days prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting was made. In order for a unitholder’s notice to be proper, such notice must include all the necessary information prescribed in the Partnership Agreement and the nominating person and the unitholder-nominated director candidate must provide and timely supplement certain relevant background, biographical, security ownership and other information. In addition, the nominating person must be entitled to vote at and hold units as of the annual meeting. The Partnership and General Partner are not required to include in its proxy materials any person nominated by a unitholder. If the 20172021 annual meeting is held no earlier than May 9, 2017April 13, 2021 and no later than August 7, 2017,July 12, 2021, any nominations will need to be delivered or received no earlier than March 10, 2017February 12, 2021 and no later than April 9, 2017March 14, 2021 in order to be timely. HOUSEHOLDING OF ANNUAL MEETING MATERIALS Some broker, bank and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that, if you are a beneficial owner of units, only one copy of the Partnership’s proxy statement and annual report may have been sent to multiple unitholders in your household unless your nominee has received contrary instructions. We will promptly deliver a separate copy of the documents to you if you write or call us at the following address or phone number: Cedar Fair, L.P., One Cedar Point Drive, Sandusky, Ohio 44870, telephone (419)627-2233, Attention: Investor Relations. Beneficial owners who want to receive separate copies of the proxy statement and annual report in the future, or who are receiving multiple copies and would like to receive only one copy for their households, should contact their broker, bank or other nominee record holder. FORWARD-LOOKING STATEMENTS Some of the statements contained in this report that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Partnership’s Form10-K, could adversely affect our future financial performance and cause actual results, or our beliefs or strategies, to differ materially from our expectations. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of thethis document. APPENDIX A CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “Plan”) is designed to attract and retain outstanding individuals to serve as officers, directors, and employees of Cedar Fair, L.P. (the “Company”) and its Affiliates (the Company and its Affiliates are herein collectively referred to as “Cedar Fair”), and its general partner, Cedar Fair Management, Inc. (“CFMI”), thus enhancing the value of the Company for the benefit of its limited partners. The Plan offers officers and directors (including directors who are not employees of the Company or any Affiliate) an opportunity to acquire a proprietary and vested interest in the growth and performance of Cedar Fair through various Unit and Unit-based awards and provides employees with annual and long-term incentive awards as determined by the Board of Directors of CFMI. ARTICLE II DEFINITIONS As used in the Plan, the following terms shall have the meanings set forth below: 2.1 “Affiliate” shall mean an employer with which the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, using eighty percent (80%) as the percentage of ownership required under such Code sections. 2.2 “Applicable Period” shall have the meaning set forth in Section 13.3. 2.3 “Award” shall mean any Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, Cash Incentive Award or Unrestricted Unit Award granted pursuant to the provisions of the Plan. 2.4 “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award granted by the Committee and signed by both the Company or an Affiliate and the Participant. 2.5 “Award Target” shall mean a Participant’s base salary multiplied by the target award percentage. 2.6 “Board” shall mean the Board of Directors of CFMI. 2.7 “Cash Incentive Award” shall mean the award described in Article XII. 2.8 “Cause” shall, unless otherwise provided in an Award Agreement, mean (i) “cause” as defined in an employment agreement between a Participant and Cedar Fair, or (ii) in the absence of an employment agreement definition of “cause”: (a) The Participant’s willful and continued failure to perform his or her duties or to follow the lawful direction of his or her supervisor; (b) The Participant’s theft, fraud, or dishonesty with regard to Cedar Fair; (c) The Participant’s indictment for, conviction of (or pleading guilty ornolo contendere to) a felony or any lesser offense involving fraud, or moral turpitude; (d) The Participant’s material violation of Cedar Fair’s Code of Conduct or similar written policies after written notice specifying the failure or breach; (e) The Participant’s willful misconduct unrelated to Cedar Fair having, or likely to have, a material negative impact of Cedar Fair (economically or its reputation); (f) An act of gross negligence or willful misconduct by the Participant that relates to the affairs of Cedar Fair; and (g) A final, non-appealable determination by a court or other governmental body of competent jurisdiction that a material violation by the Participant of federal or state securities laws has occurred. 2.9 “Cedar Fair” shall mean, collectively, the Company and its Affiliates. 2.10 “CFMI” shall mean Cedar Fair Management, Inc., an Ohio corporation. 2.11 “Change in Control” shall mean, except as otherwise set forth in any applicable Award Agreement, a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company that constitutes a “change in control” under Section 409A (applied by analogy as if the Company were a corporation). 2.12 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. 2.13 “Committee” shall mean the Compensation Committee of the Board, composed of no fewer than three directors, each of whom is a Non-Employee Director, or any other committee or designee of the Board that the Board authorizes to administer the Plan; provided, however, that Awards to, and other determinations with respect to, Participants who are subject to Section 16 of the Exchange Act and the rules and regulations thereunder shall, to the extent practicable, be made by the Board or by a committee of the Board meeting the requirements of Rule 16b-3(d)(1) under the Exchange Act, as from time to time amended or superseded. 2.14 “Company” shall mean Cedar Fair, L.P. a Delaware limited partnership. 2.15 “Disability,” to the extent that any payment under the Plan constitutes “nonqualified deferred compensation” within the meaning of Section 409A that is paid upon a disability, shall mean a “disability” within the meaning of Section 409A. 2.16 “Distribution Equivalent” shall mean any right granted pursuant to Section 15.9. 2.17 “Effective Date” shall mean the date on which the Plan is approved by the Unitholders at the Company’s 2016 annual meeting of Unitholders. 2.18 “Eligible Person” shall mean any key employee of the Company, any Affiliate, or CFMI and any officer or director thereof (including Non-Employee Directors) designated in the sole discretion of the Committee to be eligible to participate in the Plan. 2.19 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 2.20 “Exercise Period” shall mean with respect to Options, the sixty (60) day period from and after a Change in Control. 2.21 “Fair Market Value” shall mean, with respect to any property, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee in accordance with applicable law, including Section 409A. Fair Market Value with respect to Units shall mean the closing price on the trading day before the applicable date, such as the date of grant or the date of exercise. 2.22 “Good Reason” shall, unless otherwise provided in an Award Agreement, mean (i) “good reason” as defined in an employment agreement between a Participant and Cedar Fair, or (ii) in absence of an employment agreement definition of “good reason” without the Participant’s express consent: (a) Any material diminution in the Participant’s responsibilities, authorities or duties; (b) Any material reduction in (x) the Participant’s base salary, or (y) target incentive compensation opportunity (except in the event of an across the board reduction in base salary or incentive compensation opportunity applicable to executives of Cedar Fair); or (c) A forced relocation of the Participant’s place of employment by the greater of seventy (70) miles or, if greater, the distance constituting a “material change in the geographic location” of the Participant’s place of employment within the meaning of Code Section 409A; provided, however, that no event described in clause (a), (b), or (c) shall constitute Good Reason unless (A) the Participant has given Cedar Fair written notice of the termination, setting forth the conduct of Cedar Fair that is alleged to constitute Good Reason, within sixty (60) days of the first date on which the Participant has knowledge of such conduct, and (B) the Participant has provided Cedar Fair at least thirty (30) days following the date on which such notice is provided to cure such conduct and Cedar Fair has failed to do so. Failing such cure, a termination of employment by the Participant for Good Reason shall be effective on the day following the expiration of such cure period. 2.23 “Non-Employee Director” shall have the meaning set forth in Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the Exchange Act or any successor definition adopted by the Securities and Exchange Commission. 2.24 “Option” shall mean a right granted to a Participant by the Committee under Article VI. 2.25 “Other Unit Award” shall mean any right, interest, or option that is valued in whole or in part by reference to, or are otherwise based on, Units (including securities convertible into Units) granted to a Participant by the Committee pursuant to Article XI, including an Award that may be deferred pursuant to a deferral election described in Schedule A. 2.26 “Participant” shall mean an Eligible Person who is selected by the Committee to receive an Award under the Plan. 2.27 “Performance Award” shall mean any award of Performance Units granted pursuant to Article IX. 2.28 “Performance Period” shall mean that period established by the Committee at the time any Performance Award or, Cash Incentive Award is granted during which any performance goals specified by the Committee with respect to such Awards are to be measured. 2.29 “Performance Unit” shall mean a bookkeeping unit granted pursuant to a Performance Award under Article IX valued by reference to a designated number of Units or other property, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Units, or any combination thereof, upon achievement of performance goals during the Performance Period. 2.30 “Prior Plan” shall mean the Cedar Fair, L.P. 2008 Omnibus Incentive Plan. 2.31 “Restricted Unit” shall mean a Unit with restrictions that the holder must perform substantial services for the Company or an Affiliate and may not sell, transfer, pledge, or assign such Unit and with such other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such Unit and the right to receive any cash distributions) which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may specify pursuant to Article VIII. 2.32 “Restricted Unit Award” shall mean an award of Restricted Units granted under Article VIII. 2.33 “Retire” or Retirement” shall mean a Separation from Service at or after attainment of age 62. 2.34 “Schedule A” shall mean the Schedule A of the Plan, which contains procedures for deferring those Awards (other than Options and Unit Appreciation Rights) that may be deferred. 2.35 “Section 409A” shall mean Section 409A of the Code and the regulations and other guidance issued thereunder by the United States Department of Treasury and/or the Internal Revenue Service. 2.36 “Separation from Service” shall mean the termination of employment of a Participant or former Participant with the Company and all Affiliates (and, if applicable, with CFMI) that is a “separation from service” within the meaning of Section 409A. 2.37 “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A and the Company’s “specified employee” identification policy, if any. 2.38 “Spread” shall mean, with respect to Options, the amount equal to the amount by which the Fair Market Value per Unit as of the date of exercise shall exceed the Option exercise price. 2.39 “Unit” shall mean a unit of limited partnership interest of the Company. 2.40 “Unit Appreciation Right” shall mean any right granted to a Participant pursuant to Article VII. 2.41 “Unitholders” shall mean the Company’s limited partner unitholders. 2.42 “Unrestricted Unit” shall mean a Unit free of any restrictions or forfeiture risk that shall vest in full upon the grant date or such other date as the Committee may determine. 2.43 “Unrestricted Unit Award” shall mean an award of Unrestricted Units granted under Article X. ARTICLE III ADMINISTRATION 3.1 Committee Powers.  Subject to Section 3.2, the Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (a) Select the Eligible Persons to whom Awards may from time to time be granted; (b) Determine the type or types of Award to be granted to each Participant; (c) Prescribe the form of any notices, agreements, or other instruments relating to Awards; (d) For Awards to be settled in Units, determine the number of Units to be covered by each Award granted; (e) Determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted; (f) Determine whether, to what extent, and under what circumstances Awards may be settled in cash, Units, or other property or canceled or suspended; (g) Determine at the time of grant whether, to what extent, and under what circumstances cash, Units, and other property and other amounts payable with respect to an Award (other than Options and Unit Appreciation Rights) shall be deferred either automatically or at the election of the Participant pursuant to Schedule A; (h) Interpret and administer the Plan and any instrument or agreement entered into under the Plan; (i) Establish, alter, and repeal rules and regulations in accordance with applicable law (including Section 409A) and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (j) Make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings. Decisions of the Committee shall be final, conclusive, and binding upon all persons including the Company, any Affiliate, any Participant, any unitholder, and any Eligible Person. 3.2 Delegations.  The Committee may delegate any of its authority with respect to Participants who are not subject to Section 16 of the Exchange Act to any other person or persons that it deems appropriate. 3.3 Expenses.  The expenses of administration of the Plan shall be borne by the Company, its Affiliates, and CFMI. 3.4 Limitations.  The Committee shall not, without the prior approval of the Unitholders or as otherwise provided in Section 5.4, permit the repricing of Options or Unit Appreciation Rights by any method, including by exchanges for other Awards or by cancellation and re-issuance. The Committee shall not provide a tax gross-up to any Participant in connection with any Award. 3.5 Exception to Minimum One (1) Year Vesting and Restriction Period.  Notwithstanding anything contained in the Plan to the contrary, Awards up to a maximum of five percent (5%) of the Units available for grant pursuant to Section 5.2 may be granted without regard to a one (1) year vesting or restriction period. ARTICLE IV ELIGIBILITY Except as specifically provided herein, any Eligible Person shall be eligible to be selected as a Participant for a particular Award; provided that any member of the Committee shall not participate in his own selection as a Participant or in the grant of any Award to himself. ARTICLE V DURATION OF, AND UNITS SUBJECT TO, PLAN 5.1 Term. Subject to the provisions of Article XIV, the Plan shall remain in effect for ten (10) years after the Effective Date. Awards which are outstanding on the ten (10) year anniversary of the Effective Date (or such earlier termination date as may be established by the Board pursuant to Article XIV) shall continue in accordance with their terms. 5.2 Units Subject to the Plan. (a) Subject to adjustment as provided in Section 5.4 of the Plan, the number of Units that shall initially be available for all Awards under this Plan shall be (i) two million five hundred thousand (2,500,000) Unitsplus (ii) 320,416 Units, the number of Units remaining for grant under the Prior Plan as of the Effective Date, for a total of 2,820,416 Units. Any Units subject to outstanding awards under the Prior Plan that on or after the Effective Date 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 nonforfeitable Units) shall be available for Awards under this Plan. (b) For the purpose of computing the total number of Units available for Awards under the Plan, there shall be counted against the foregoing limitations the number of Units that may be acquired upon exercise or settlement of Awards as of the dates on which such Awards are granted. The Units which were previously subject to Awards shall again be available for Awards under the Plan if any such Awards are forfeited, terminated, unexercised at the time of expiration or settled in cash or if the Units subject thereto can otherwise no longer be issued. Further, any Units which are used as full or partial payment to the Company by a Participant of the purchase price upon exercise of an Option shall again be available for Awards under the Plan. (c) Units that may be acquired pursuant to Awards under the Plan may be either authorized and unissued Units, issued Units that have been reacquired by the Company or its Affiliates or Units otherwise legally available. No fractional Units shall be issued under the Plan. (d) Upon the Effective Date, no further awards shall be granted under the Prior Plan. 5.3 Individual Annual Limits.  Notwithstanding any provision in the Plan to the contrary, but subject to adjustment as provided in Section 5.4: (a) No Participant may be granted Awards in any one calendar year with respect to more than 300,000 Units. (b) Notwithstanding the limitation set forth in Section 5.3(a), the maximum aggregate number of Units associated with an Award in any calendar year to any one Non-Employee Director shall be 10,000 Units. 5.4 Changes in Units.  In the event of any merger, reorganization, consolidation, recapitalization, Unit dividend, Unit split, reverse Unit split, spin off, or similar transaction, or other change in legal structure affecting the Units, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee in its sole discretion deems equitable or appropriate, including without limitation such adjustments in the aggregate number, class, and kind of Units that may be delivered under the Plan, in the aggregate or to any one Participant, in the number, class, kind, and exercise price of Units subject to outstanding Options, Unit Appreciation Rights, or other Awards granted under the Plan, and in the number, class, and kind of Units subject to Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion; provided that the number of Units or other securities subject to any Award shall always be a whole number and provided the Committee shall consider the requirements of Section 409A in making such adjustments and substitutions. ARTICLE VI UNIT OPTIONS 6.1 In General.  Options may be granted to Participants either alone or in addition to other Awards granted under the Plan; provided that no other Award may have the effect of reducing the exercise price of an Option. For purposes of the Plan, a grant shall be considered to have been made when the Committee has fixed, for each Option, the identity of the Participant, the maximum number of Units, and the minimum exercise price; provided that there is no unreasonable delay in giving notice of the grant to the Participant. Any Option granted under the Plan shall be evidenced by a written Award Agreement in such form as the Committee may from time to time approve. Any such Option shall be subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable. 6.2 Exercise Price.  The exercise price per Unit purchasable under an Option shall never be less than the Fair Market Value of a Unit on the date of grant of the Option. 6.3 Number of Optioned Units.  The number of Units subject to an Option shall be fixed on the date of grant of the Option. 6.4 Term. The term of each Option shall be fixed on the date of grant of the Option. 6.5 Exercisability.  Options shall be exercisable at such time or times as determined by the Committee at or subsequent to grant or as provided in a separate employment or other agreement with a Participant; provided that any extension of an Option shall result in exercise no later than the earlier of the latest date upon which the Option would have expired by its original terms or the ten (10) year anniversary of the date of grant of the Option; and provided further, that no portion of an Option awarded to a Participant shall become vested and exercisable earlier than one (1) year after the date of grant. 6.6 Method of Exercise.  Subject to the other provisions of the Plan, any Option may be exercised by the Participant in whole or in part at such time or times as specified in the Award Agreement or in a separate employment or other agreement with the Participant. The Participant may make payment of the Option price in such form or forms, including, without limitation, payment by delivery of cash, Units, or other consideration (including, where permitted by law and the Committee, vested Awards) having a Fair Market Value on the exercise date equal to the total Option price, or by any combination of cash, Units, and other consideration as specified in the applicable Award Agreement. 6.7 No Deferral Feature.  No Option shall have any feature that would 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)). ARTICLE VII UNIT APPRECIATION RIGHTS 7.1 In General.  The Committee may grant a Participant Unit Appreciation Rights, which permit the Participant to receive, upon exercise, the excess of the Fair Market Value on the date of exercise over the exercise price for the number of Units underlying the Unit Appreciation Right exercised. For purposes of the Plan, a grant shall be considered to have been made when the Committee has fixed, for each Unit Appreciation Right, the identity of the Participant, the maximum number of Units, and the minimum exercise price; provided that there is no unreasonable delay in giving notice of the grant to the Participant. Unit Appreciation Rights may be granted to Participants either alone or in addition to other Awards granted under the Plan and may, but need not, relate to a specific Option granted under Article VI. Any Unit Appreciation Right granted under the Plan shall be evidenced by a written Award Agreement in such form as the Committee may from time to time approve. The provisions of Unit Appreciation Rights need not be the same with respect to each recipient. Any such Unit Appreciation Right shall be subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable. 7.2 Unit Appreciation Rights Related to Options.  Any Unit Appreciation Right related to an Option shall be granted at the same time the Option is granted and shall terminate and no longer be exercisable upon the termination or exercise of the related Option; provided that a Unit Appreciation Right granted with respect to less than the full number of Units covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Units not covered by the Unit Appreciation Right. Any Option related to any Unit Appreciation Right shall no longer be exercisable to the extent the related Unit Appreciation Right has been exercised. 7.3 Exercise Price.  The exercise price per Unit subject to a Unit Appreciation Right shall never be less than the Fair Market Value of the Unit on the date of grant. 7.4 Number of Unit Appreciation Rights.  The number of Units subject to a Unit Appreciation Right shall be fixed on or before the date of grant. 7.5 Term. The term of each Unit Appreciation Right shall be fixed on the date of grant. 7.6 Exercisability.  Unit Appreciation Rights shall be exercisable at such time or times as determined by the Committee at or subsequent to grant or as provided in a separate employment or other agreement with a Participant; provided that any extension of a Unit Appreciation Right shall result in exercise no later than the earlier of the latest date upon which the Unit Appreciation Right would have expired by its original terms or the ten (10) year anniversary of the date of grant; and provided further, that no portion of a Unit Appreciation Right awarded to a Participant shall become vested and exercisable earlier than one (1) year after the date of grant. 7.7 Compensation Upon Exercise.  The compensation payable upon exercise of a Unit Appreciation Right shall not be greater than the excess of the Fair Market Value of a Unit on the date of exercise over the Fair Market Value of a Unit on the date of grant times the number of Units underlying the Unit Appreciation Right exercised. Any payment by the Company in respect of such right may be made in a lump sum in cash, Units, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine within thirty (30) calendar days of exercise; provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall have no right to designate the calendar year of payment. 7.8 No Deferral Feature.  No Unit Appreciation Right shall have any feature that would 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 Unit Appreciation Right. ARTICLE VII RESTRICTED UNIT AWARDS 8.1 In General.  Restricted Unit Awards granted under the Plan shall be evidenced by a written Award Agreement in such form as the Committee may from time to time approve. The provisions of Restricted Unit Awards need not be the same with respect to each recipient. Restricted Unit Awards may be issued to Participants for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. Notwithstanding the foregoing, Restricted Unit Awards to Participants shall have a vesting and restriction period of at least one (1) year. 8.2 Registration During Restriction.  Restricted Units may be evidenced in such manner as the Committee in its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a Unit certificate or certificates. In the event any Unit certificate is issued in respect of Restricted Units awarded under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award. 8.3 Forfeiture.  Except as otherwise determined by the Committee at or subsequent to the time of grant or as specified in the applicable Award Agreement or in a separate employment or other agreement with a Participant, upon a Participant’s termination of employment for any reason during the restriction period, all Restricted Units still subject to restriction shall be forfeited by the Participant and reacquired by the Company; provided that in the event of a Participant’s Retirement, permanent disability, death, or in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such Participant’s Restricted Units. 8.4 Delivery of Units.  Units shall be delivered to the Participant promptly after the expiration of the restriction period. ARTICLE IX PERFORMANCE AWARDS 9.1 In General.  Performance Awards granted under the Plan shall be evidenced by a written Award Agreement in such form as the Committee may from time to time approve. The performance criteria to be achieved during any Performance Period (which may relate to one or more fiscal years, or a portion thereof, of the Company or an Affiliate), and the time and form of payment of Performance Awards shall be determined and specified by the Committee upon the grant of each Performance Award. Performance Awards may be granted to Participants for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. Notwithstanding the foregoing, Performance Awards to Participants shall have a Performance Period of at least one (1) year. 9.2 Determination of Award.  Determination of the performance levels achieved for each Performance Period and the amount of the Performance Award to be distributed to a Participant shall be conclusively determined by the Committee. 9.3 Payment of Awards.  Payment to a Participant who remains employed with Cedar Fair through the end of the applicable Performance Period (or through the applicable payment date(s), if required under the Award terms, Award Agreement or other agreement with a Participant) shall be made in accordance with this Section 9.3. Performance Awards may be paid in cash, Units, other property, or any combination thereof, in the sole discretion of the Committee at the time of payment. Subject to Section 9.6 and the terms of the Award Agreement or other agreement with a Participant at the date of grant, Performance Awards shall be paid in a lump sum on or before the last day of the 2-1/2 month period following the end of the employing entity’s fiscal year that coincides with or immediately follows the end of the Performance Period. Under the terms of an Award Agreement, the Committee may, as an alternative to a lump sum, specify at the time of grant that a Performance Award will be paid in a specific number of annual or quarterly installment payments to begin at a specified date; provided that Section 9.6 shall apply to Specified Employees. 9.4 Death.  Subject to the terms of the Award Agreement or other agreement with a Participant at the date of grant, payment to a Participant who dies during employment with the Company or an Affiliate shall be prorated and made after the end of the Performance Period as provided in Section 9.3; provided that no six-month delay shall apply even if the deceased Participant was a Specified Employee. 9.5 Retirement.  Subject to Section 9.6 and the terms of the Award Agreement or other agreement with a Participant at the date of grant, payment to a Participant upon Retirement from the Company or an Affiliate shall be prorated and made after the end of the Performance Period as provided in Section 9.3. 9.6 Payment to Specified Employees.  Notwithstanding anything to the contrary in Section 9.3, Performance Awards payable upon a Separation from Service (including Retirement) of a Specified Employee during the six-month period following such Separation from Service, to the extent such Awards constitute “nonqualified deferred compensation” within the meaning of Section 409A, shall not be paid or issued until: a. If payable in a lump sum, the thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Separation from Service; provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall have no right to designate the calendar year of payment. b. If payable in annual installment payments, the installment for the first year shall be made in the thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Separation from Service; (provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall have no right to designate the calendar year of payment), and all subsequent installments shall be made within the thirty- (30-)day period commencing with the first day of each subsequent anniversary of the Participant’s Separation from Service (provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall have no right to designate the calendar year of payment). Each annual installment shall be calculated by multiplying the remaining Performance Award (plus deemed earnings, if any) as of the end of the month immediately preceding the month of payment by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual installments to be paid. 9.7 No Acceleration.  Except as permitted under Section 409A and Schedule A, no acceleration of the time and form of payment of a Performance Award shall be permitted. 9.8 Forfeitures.  Except as determined by the Committee in compliance with Section 409A at or subsequent to the time of grant (or as provided in the applicable Award Agreement or in a separate employment or other agreement with a Participant), a Participant who, before the end of the relevant Performance Period, incurs a Separation from Service for any reason other than death or Retirement, shall forfeit any unpaid Performance Award. ARTICLE X UNRESTRICTED UNIT AWARDS Subject to the requirements of Section 3.5, the Committee may, in its sole discretion, grant Unrestricted Units to any Participant in respect of services rendered or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such participant. Unrestricted Unit Awards may be granted to Participants, either alone or in addition to other Awards granted under the Plan. ARTICLE XI OTHER UNIT AWARDS 11.1 In General.  Other Unit Awards may be granted to Participants, either alone or in addition to other Awards granted under the Plan. Other Unit Awards granted under the Plan shall be evidenced by a written Award Agreement in such form as the Committee may from time to time approve. The provisions of Other Unit Awards need not be the same with respect to each recipient. Notwithstanding the foregoing, Other Unit Awards shall have a vesting or restriction period of at least one (1) year. 11.2 Terms And Conditions.  Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom and the time or times at which such Awards shall be made, the number of Units to be granted pursuant to such Awards, and all other conditions of the Awards; provided that the time and form of payment (e.g., lump sum or installments over a fixed number of years beginning on a specified date) shall be specified at the time the Other Unit Award is granted. Other Unit Awards payable upon a Separation from Service (including Retirement) of a Specified Employee during the six-month period following such Separation from Service, to the extent they constitute “nonqualified deferred compensation” within the meaning of Section 409A, shall not be paid or issued until the thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Separation from Service; provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall have no right to designate the calendar year of payment. Units (including securities convertible into Units) granted under this Article XI may be issued for no cash consideration or for such minimum consideration as may be required by applicable law. Units (including securities convertible into Units) purchased pursuant to a purchase right awarded under this Article XI shall be purchased for such consideration as the Committee shall in its sole discretion determine, which shall not be less than the Fair Market Value of such Units or other securities as of the date such purchase right is awarded. Other Unit Awards may be paid in Units, other securities of the Company, cash, or any other form of property as the Committee shall determine. 11.3 No Acceleration.  Except as permitted under Section 409A, no acceleration of the time and form of payment of an Other Unit Award shall be permitted. ARTICLE XII CASH INCENTIVE AWARDS 12.1 In General.  Cash Incentive Awards may be payable to Participants based upon a Participant’s base salary, a target award percentage, and performance measures to be assessed during a Performance Period, as determined by the Committee in its discretion. The performance measures and the Performance Period shall be established by the Committee in writing either before the beginning of the Performance Period, or within the first ninety (90) days of the Performance Period if the Performance Period is at least one (1) year and Section 409A applies to the Cash Incentive Award. A Participant shall have no right to a Cash Incentive Award until it is actually paid. 12.2 Award Target.  Target award percentages shall be determined by the Committee in its discretion, and shall be subject to discretionary adjustment as provided in Section 12.6. A Participant’s base salary multiplied by the target award percentage is referred to as the Award Target. 12.3 Performance Measures.  The Committee shall establish reasonable performance measures, with such multiple levels of performance and such relative weights as the Committee may determine and which may or may not be readily quantifiable, for the Performance Period for each Participant in the Plan. Performance measures for a Participant may be the same as, or different from, the performance measures established by the Committee for other Participants and may include individual performance measures that are specific to that Participant and/or performance measures determined on a Company, Affiliate, business unit, management function, or other basis, in such combination as the Committee determines to be reasonable under the circumstances. 12.4 Performance Period.  A Performance Period may be equal to, more than, or less than a full fiscal year of the Company or an Affiliate, but in no event less than one fiscal quarter. 12.5 Determination of Award.  A Participant’s Cash Incentive Award will be determined by the extent to which the Participant’s individual performance measures, if any, are judged to be achieved for the applicable Performance Period by the Committee, as adjusted to reflect the relative weights determined by the Committee for the respective performance measures for the Company, Affiliate, business unit, management function, or other basis. In its discretion based on factors it deems relevant, the Committee may adjust a Participant’s Cash Incentive Award for a Performance Period up or down from the payout the Participant would otherwise receive based solely on achievement of performance measures, but, except as provided in Section 12.6, in no event may any upward adjustment result in a Cash Incentive Award in excess of the Award Target. No Cash Incentive Award shall be payable under the Plan to a Participant if none of the Participant’s performance measures for the applicable Performance Period are met. 12.6 Award Adjustments.  Notwithstanding Section 12.5, if the performance measures applicable to a Participant for the applicable Performance Period are achieved at a level greater than that which, subject to the Committee’s discretion in adjusting Cash Incentive Awards as provided in Section 12.5, would permit the Participant to receive a Cash Incentive Award at the Award Target, the Committee, in its discretion based on factors it deems relevant, may increase the Participant’s Cash Incentive Award for the applicable Performance Period to an amount not in excess of two hundred percent (200%) of the Award Target. In its sole discretion, the Committee may, but is not required to, make an adjustment pursuant to this Section 12.6 in a Participant’s Cash Incentive Award to take into account: (a) Acquisitions and investments closed or completed during the applicable Performance Period that were not already taken into account in the Participant’s Cash Incentive Award for such period; (b) The effect of any major change in accounting principles during the applicable Performance Period; and/or (c) The effect of any major reorganization within the Company or any Affiliate during the applicable Performance Period. 12.7 Limitation on Awards.  Notwithstanding any other provision of this Article XII, the aggregate amount of all Cash Incentive Awards paid for an applicable Performance Period shall not exceed the limits, if any, imposed on the payment of cash bonuses under the Company’s Sixth Amended and Restated Agreement of Limited Partnership, as heretofore or hereafter amended or restated. 12.8 Payment of Cash Incentive Award.  Except as otherwise provided in Sections 12.9, 12.10, 12.11, and 12.12, a Cash Incentive Award for a particular Performance Period shall be paid in a lump sum at the following time: (a) If the Performance Period consists of one fiscal quarter that is the first, second, or third fiscal quarter but not the fourth fiscal quarter, the payment date shall be a date within the first 2-1/2 months immediately following the end of such fiscal quarter; (b) If the Performance Period consists of one fiscal quarter that is the fourth fiscal quarter, the payment date shall be a date within the first 2-1/2 months of the immediately following fiscal year; (c) If the Performance Period consists of two or three consecutive fiscal quarters that include the first, second, or third fiscal quarters but not the fourth fiscal quarter, the payment date shall be a date within the first 2-1/2 months that immediately following the end of the Performance Period; (d) If the Performance Period consists of two or three consecutive fiscal quarters that end with the fourth fiscal quarter, the payment date shall be a date within the first 2-1/2 months of the immediately following fiscal year; (e) If the Performance Period consists of a fiscal year, the payment date shall be a date on or before the end of the 2-1/2 month period following the end of the employing entity’s fiscal year that coincides with or immediately follows the end of the applicable Performance Period; (f) If the Performance Period consists of more than one fiscal year, the payment date shall be the applicable date based upon the final quarter of the Performance Period as provided in (a) through (e) above. No Further Deferral; No Acceleration.  In no event shall any payment be made in a fiscal year later than the fiscal year as provided in this Section 12.8(a) through (f). In no event shall any payment that is “nonqualified deferred compensation” be accelerated except in compliance with Section 409A. 12.9 Retirement.  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 before the end of a Performance Period, his Cash Incentive Award shall be prorated; provided that: (a) Payment is made no earlier than in the normal course in accordance with Section 12.8; and (b) In the event a Participant is a Specified Employee at the time he Retires, to the extent that payment would constitute “nonqualified deferred compensation” within the meaning of Section 409A, any Cash Incentive Award payable during the six-month period following such Retirement shall be paid at the later of: (i) The thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Retirement; provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the taxable year of payment; or (ii) The time specified in accordance with Section 12.8. 12.10 Death.  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 dies during employment with Cedar Fair, his Cash Incentive Award shall be prorated and paid at the Award Target within ninety (90) days following the Participant’s death; provided that where the ninety- (90-) day period begins in one calendar year and ends in another calendar year, neither the estate nor any beneficiary of the Participant shall have a right to designate the taxable year of payment. 12.11 Forfeitures. (a) Separation from Service.  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 as provided in Sections 12.9 (Retirement) and 12.10 (Death), Participants who incur a Separation from Service shall forfeit their entire Cash Incentive Award, unless: (i) The Committee determines irrevocably prior to the applicable fiscal year that contains the first quarter of a Performance Period that payments will be prorated and paid in accordance with Section 12.8 upon Separation from Service for any reason; or (ii) The Committee determines that the Cash Incentive Award for a particular Performance Period will not constitute nonqualified deferred compensation within the meaning of Section 409A. (b) Competition; Confidentiality.  A Participant shall forfeit any unpaid Cash Incentive Award, as well as any unpaid awards deferred under Schedule A, if the Committee determines that the Participant, without the prior written consent of the Company, has engaged in any of the following activities: (i) Rendering services to an organization, or engaging in a business, that is, in the sole judgment of the Committee, in competition with the Company or any Affiliate, or (ii) Disclosing to anyone outside of the Company or any Affiliate, or using for any purpose other than the Company’s or an Affiliate’s business, any material confidential information or material relating to the Company or any Affiliate, whether acquired by the Participant during or after employment with the Company and/or any Affiliate. The Committee may, in its discretion and as a condition to the payment of a Cash Incentive Award, require a Participant to acknowledge in writing that he has not engaged in any activities referred to in this Section 12.11(b). 12.12 Deferral.  The Committee may permit Participants to defer the payment of some or all of their Cash Incentive Awards in accordance with the requirements of Schedule A of the Plan. ARTICLE XIII CHANGE IN CONTROL PROVISIONS 13.1 Impact of Event.  Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise at the time of grant with respect to a particular Award Agreement, or unless otherwise provided in the Award terms or an employment or other agreement with a Participant at or, in compliance with Section 409A, subsequent to the Award date, in the event of a Change in Control: (a) Any Options and Unit Appreciation Rights that are outstanding as of the date such Change in Control occurs and that are not then exercisable and vested shall become fully exercisable and vested upon the Participant’s termination of employment with Cedar Fair without Cause or for Good Reason during the Applicable Period to the full extent of the original grant. (b) The restrictions and limitations applicable to any Restricted Unit shall lapse, and such Restricted Unit shall become free of all restrictions and limitations and become fully vested and transferable upon the Participant’s termination of employment with Cedar Fair without Cause or for Good Reason during the Applicable Period to the full extent of the original grant. (c) All Performance Awards shall be considered to be earned and payable in full (at the Award Target level), and any other restriction shall lapse, and such Performance Awards shall be immediately settled or distributed in a lump sum within thirty (30) days following the Participant’s termination of employment with Cedar Fair without Cause or for Good Reason during the Applicable Period; provided that if the thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall not have a right to designate the taxable year of payment. (d) The restrictions, limitations, and other conditions applicable to any Other Unit Awards shall lapse, and such Other Unit Awards shall become free of all restrictions, limitations, or conditions and become fully vested and transferable to the full extent of the original grant upon the Participant’s termination of employment with Cedar Fair without Cause or for Good Reason during the Applicable Period. Such Awards shall be issued, settled, or distributed (as applicable) in a lump sum within thirty (30) days following such termination of employment; provided that if the thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall not have a right to designate the taxable year of payment. (e) All Cash Incentive Awards will be deemed to have been earned as if the target achieved were one hundred percent (100%) upon the Participant’s termination of employment with Cedar Fair without Cause or for Good Reason during the Applicable Period. Any such Cash Incentive Award shall be paid to the Participant in a lump sum within thirty (30) days following such termination of employment; provided that if the thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall not have a right to designate the taxable year of payment. 13.2 Cash-Out.  Notwithstanding any other provision of the Plan, a Participant holding an Option shall have the right (whether or not the Option is fully exercisable and in lieu of the payment of the purchase price for the Units being purchased under the Option, during the sixty- (60-) day period from and after a termination of employment described in Section 12.1 above (the “Exercise Period”), by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Option to the Company and to receive cash, within thirty (30) days of such notice, in an amount equal to the amount by which the Fair Market Value per Unit on the date of such election shall exceed the Option price (the “Spread”) multiplied by the number of Units under the Option being exercised (cashed out). 13.3 Applicable Period.  For purposes of this Article XIII and unless otherwise provided in the Award Agreement, the term “Applicable Period” means the twenty-four (24) month period ending on the second year anniversary of a Change in Control. ARTICLE XIV AMENDMENTS AND TERMINATION The Board may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Participant under an Award theretofore granted, without the Participant’s consent. The Committee may amend the terms of any Award, prospectively or retroactively; provided that no such amendment shall impair the rights of a Participant, if any, without his consent and provided further that the Committee shall consider the impact of such amendment under Section 409A. Termination of the Plan shall not affect the Committee’s ability to exercise powers granted to it with respect to Awards granted under the Plan prior to the date of such termination. ARTICLE XV GENERAL PROVISIONS 15.1 Nontransferability.  Unless the Committee determines otherwise at the time the Award is granted (taking into consideration the impact of the Code, including without limitation Code Section 83 and Section 409A), 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; provided that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant. An Award shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. 15.2 Term of Award.  The term of each Award shall be for such period of months or years from the date of its grant as may be determined by the Committee at the time of grant in accordance with the terms of the Plan. 15.3 No Right to Grant; No Uniformity.  No Eligible Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons under the Plan. 15.4 Award Agreement.  An Eligible Person shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an Award Agreement and delivered a fully executed copy thereof to the Company and otherwise complied with the applicable terms and conditions. 15.5 Adjustments to Awards.  The Committee shall be authorized to make adjustments in Performance Award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations, or accounting principles. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event the Company shall assume outstanding employee awards or the right or obligation to make future awards in connection with the acquisition of another corporation or business entity, the Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate; provided that the Committee considers the impact of such adjustments under Section 409A. 15.6 Competition.  The Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended. In particular, but without limitation, all outstanding Awards to any Participant shall be canceled if the Participant, without the consent of the Committee while employed by the Company or after termination of such employment, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Committee. 15.7 Delivery of Units.  All certificates for Units delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Units are then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 15.8 Deferral Procedures.  The Committee shall be authorized to establish procedures, as provided in Schedule A hereto, pursuant to which the payment of any Awardother than an Option or a Unit Appreciation Right may be deferred. 15.9 Earnings on Awards.  Subject to the provisions of this Plan and any Award Agreement, the recipient of an Award (including, without limitation, any deferred Award)other than an Option or a Unit Appreciation Right may, if so determined by the Committee at the time of grant, be entitled to receive, currently or on a deferred basis, interest or distributions, or interest or distribution equivalents, with respect to the number of Units covered by the Award, as determined by the Committee, in its sole discretion (“Distribution Equivalents”), and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Units or otherwise reinvested. 15.10 Payment for Award.  Except as otherwise required in any applicable Award Agreement or by the terms of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration for more than the rendering of services. 15.11 Taxes.  The Company shall be authorized to report income with respect to an Award and to withhold from any Award granted or payment due under the Plan the amount of withholding taxes due in respect of an Award or payment under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee shall be authorized to establish procedures for election by Participants to satisfy such withholding taxes by delivery of, or directing the Company to retain, Units. 15.12 Other Arrangements.  Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to unitholder approval if such approval is otherwise required; and such arrangements may be either generally applicable or applicable only in specific cases. 15.13 Applicable Law.  The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law. 15.14 Severability.  If any provision of this Plan is or becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect. 15.15 Application of Foreign Law.  Awards may be granted to Eligible Persons who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy; provided that such terms and conditions shall be set forth in writing as an appendix to the Plan. The Committee also may impose conditions at the time of grant on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Eligible Persons on assignments outside their home country. 15.16 Section 409A.  To the extent applicable, the Company intends that this Plan comply with Section 409A, and this Plan shall be construed in a manner to comply with Section 409A. Should any provision be found not in compliance with Section 409A, the Participants shall be contractually obligated to execute any and all amendments to Awards deemed necessary and required by legal counsel for the Company to achieve compliance with Section 409A. By acceptance of an Award, Participants irrevocably waive any objections they may have to the amendments required by Section 409A. Participants also agree that in no event shall any payment required to be made pursuant to this Plan that is considered “nonqualified deferred compensation” within the meaning of Section 409A be accelerated in violation of Section 409A. In the event a Participant is a Specified Employee, and payments that are nonqualified deferred compensation cannot commence until the lapse of six (6) months after a Separation from Service, then any such payments shall be made within the period of time provided in the Plan specifically applicable to the type of Award. Neither the Company, its affiliates, or CFMI, nor any employee, director or representative thereof, shall have any liability to Participants with respect to this Section 15.16 or Section 409A. 15.17 Unitholder Approval.  The Company shall obtain Unitholder approval of the Plan and any Plan amendment to the extent necessary or desirable to comply with applicable laws. Such Unitholder approval shall be obtained in the manner and to the extent required under applicable laws. 15.18 No Right to Continued Employment.  Neither the Plan, the grant of an Award, nor any other action related to the Plan shall confer upon any individual any right to continue in the service of Company or an Affiliate as an employee or director affect in any way with the right of the Company or an Affiliate to terminate an individual’s employment or service at any time. 15.19 Unfunded Plan.  The Plan shall be unfunded, and the Company, its Affiliates, and CFMI shall not be required to create a trust or segregate any assets that may at any time be represented by Awards under the Plan. The Plan shall not establish any fiduciary relationship between the Company, any Affiliate, or CFMI and any Participant or other person. Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds, or property of the Company, any Affiliate, or CFMI, including, without limitation, any specific funds, assets, or other property which the Company, any Affiliate, or CFMI in their discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to Units or other amounts, if any, payable under the Plan, unsecured by any assets of the Company, any Affiliate, or CFMI. Nothing contained in the Plan shall constitute a guarantee that the assets of such entities shall be sufficient to pay any amounts to any person. 15.20 Beneficiary Designation.  The Committee may permit a Participant to designate in writing a person or persons as beneficiary, which beneficiary shall be entitled to receive settlement or payment of Awards (if any) to which the Participant is otherwise entitled in the event of death. In the absence of such designation by a Participant, and in the event of the Participant’s death, the estate of the Participant shall be treated as beneficiary for purposes of the Plan, unless the Committee determines otherwise. The Committee shall have sole discretion to approve and interpret the form or forms of such beneficiary designation. 15.21 Gender and Number.  Except where otherwise indicated by the context, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular. 15.22 Rules of Construction.  Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law. 15.23 Successors and Assigns.  The Plan shall be binding upon the Company, its successors and assigns, and Participants, their executors, administrators, permitted transferees, and beneficiaries. * * * [The balance of this page was intentionally left blank.] SCHEDULE A TO THE CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN If the Committee so determines in compliance with Section 409A, Participants may elect to defer Awards pursuant to this Schedule A. Notwithstanding any other provision of thisSchedule A or the Plan, compensation upon the exercise of an Option or a Unit Appreciation Right cannot be deferred. A.1. Definitions (a)          “Performance-Based Compensation” shall mean compensation, the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a Performance Period of at least twelve (12) consecutive months. Performance criteria shall be established in writing not later than ninety (90) days after the commencement of the period of service to which the criteria relate; provided that the outcome is substantially uncertain at the time the criteria are established. Compensation shall not be Performance-Based Compensation if any amount or portion will be paid regardless of performance or if the outcome is based upon a level of performance that is substantially certain to be met at the time the criteria are established. A.2. Deferral Elections A Participant’s election to defer shall be made pursuant to a written or electronic form and shall specify the percentage of Award being deferred in accordance with Section A.4 and the time and form of payment in accordance with Section A.6. The deferral election, including the election of the time and form of payment, shall be irrevocable as of the dates specified in Section A.3. Pursuant to Section A.6, a Participant may make a subsequent election to delay payment and change the form of payment of a deferral. A.3. Timing of Deferral Elections (a)          Award That Is Not Performance-Based Compensation.  In the case of an Award that is not Performance-Based Compensation, a Participant may, not later than the December 31 immediately preceding the calendar year in which the service period for the Award begins, elect to defer all or a portion of the Award. Such election shall be irrevocable as of the end of each December 31 with respect to an Award payable for services to be performed in the immediately following calendar year (or such longer period related to the Award) for which an election has been made. (b)          Award That Is Performance-Based Compensation.  In the case of an Award that is Performance-Based Compensation, a Participant may, not later than six (6) months before the end of the Performance Period, elect to defer all or a portion of the Award; provided that: (i) The Participant has continuously performed services from the later of the beginning of the Performance Period or the date the performance criteria are established through the date the election is made; and (ii) In no event shall such election be made after such compensation has become readily ascertainable. (c)          First Year of Eligibility.  If a Participant has not previously been eligible to participate in the Plan (taking into consideration eligibility under all other nonqualified account balance plans of the Company and of any Affiliate that are required to be aggregated with the Plan under Section 409A in determining whether such year is in fact the first year of eligibility, as well as the rules of Treasury Regulation Section 1.409A-2(a)(7)(ii)), such Participant may commence participation in the Plan within thirty (30) days of becoming “first eligible.” For purposes of the Plan, an Eligible Employee is “first eligible” to participate in the Plan beginning on the forty-fifth (45th) day after being selected to participate in the Plan and can defer an Award (or potential Award) only after the later of such forty-fifth (45th) day or the date (within the thirty- (30-) day period) that he submits his deferral election form to the Committee. A.4. Amount of Deferrals (a)          Participation for Entire Performance Period.  The amount to be deferred shall be irrevocably specified in the Participant’s deferral election form as a percentage of the Award. In the case of participation for the full performance period, the minimum amount that can be deferred from any type of Award shall be ten percent (10%) and the maximum percentage shall be one hundred percent (100%). (b)          Participation for Less Than Full Performance Period.  If a Participant has participated for less than the full Performance Period and is permitted to make a deferral election under Section A.3(c), the minimum deferral shall be limited and calculated as follows: the total Award for the Performance Period shall be multiplied by the ratio of (A) the number of days remaining in the Performance Period as of the date the Participant submits an election form to the Committee over (B) the total number of days in the Performance Period, and that amount shall be multiplied by the percentage elected pursuant to (a) above. A.5. Establishment of Accounts. (a)          Establishment of Accounts.  An account shall be established for each Participant who defers an Award under this Schedule A (“Account”). Deferred Awards attributable to a Participant’s deferral elections shall be allocated to the Participant’s Account at the time that such Award would otherwise have been paid had no election to defer been made. To facilitate the operation of this Schedule A, the Committee may direct the establishment and maintenance of sub-accounts within a Participant’s Account. Accounts shall continue to be maintained until paid out pursuant to the terms of this Schedule A. (b)          Deemed Investments.  The Committee, in its discretion, may specify certain investments, including one or more investment options under a qualified plan maintained by the Company or an Affiliate, and may invest amounts deferred under the Plan in such investments (collectively, the “investment options”) at their then current fair market value. The Committee is not obligated to make these or any other particular investment options available or, if made available at any one time, to continue to make them available. All investments shall at all times continue to be a part of the Company’s or Affiliate’s or CFMI’s general assets for all purposes. A Participant will have no rights as a shareholder, including voting rights, with respect to the investment options representing his Account. If the Committee makes any investment options available to Participants, each Participant may be permitted to direct how his Account is invested among the investment options at the time deferral elections are made. The Committee may also allow Participants to change or reallocate investment options for their Accounts, from time to time. If applicable, the Committee will deem a Participant’s Accounts to be invested in accordance with the Participant’s directions as soon as practicable after the Committee has deemed such amount to have been earned. Any deemed purchases shall be at the then current fair market value. (c)          Earnings and/or Losses.  At least once each calendar year while a Participant has a credit balance in his Account, the Committee shall credit Accounts with earnings and/or losses, if any, for the period since the last such crediting and determine the value of each Participant’s Account at such time. The earnings and/or losses may either be credited on the basis of the earnings and/or losses allocable to the Participant’s directed portion of the investment options, if any, Units, or a predetermined reasonable interest rate, as specified by the Committee prior to the applicable calendar year. The Committee also reserves the right to adjust the earnings (or losses) credited to Accounts and to determine the value of Accounts as of any date to reflect the Company’s and/or Affiliate’s and/or CFMI’s tax and other costs of providing the Plan. A.6. Time and Form of Payment (a)          Payment.  Any amounts payable under the Plan will be made solely in cash and and/or Units and not in the form of any other property or securities, notwithstanding any investment option hereunder. (b)          Payment upon Separation from Service (i) Participants Who are Not Specified Employees.  A Participant who is not a Specified Employee shall be eligible to receive payment of his Account in one lump-sum payment or in annual installments following his Separation from Service, as specified in his deferral election pursuant to Section A.3. Installments shall be calculated by multiplying the Participant’s Account balance as of the end of the month in which his Separation from Service occurs (and as of the end of the month immediately preceding the month of each subsequent annual installment payment thereafter) by a fraction, the numerator of which is one and the denominator of which is the number of installments remaining to be paid. (ii) Participants Who Are Specified Employees.  A Participant who is a Specified Employee shall be eligible to receive payment of his Account: 1.          In one lump-sum payment as specified in his deferral election pursuant to Section A.3; provided that such payment shall not begin earlier than the thirty- (30-) day period commencing with the first day of the seventh month following the month of his Separation from Service; provided further that if such thirty(30-) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the taxable year of payment; or 2.          In annual installments as specified in his deferral election pursuant to Section A.3; provided that the first such payment shall not begin earlier than the thirty (30-) day period commencing with on the first day of the seventh month following his Separation from Service. Annual installments shall be calculated by multiplying the Participant’s Account balance as of the end of the month immediately preceding the month of each installment payment by a fraction, the numerator of which is one and the denominator of which is the number of installments remaining to be paid. (c)          Specified Time.  In accordance with a Committee-approved form that complies with Section 409A, a Participant may elect to receive payment of his Account in a single-sum payment or in substantially equal installments at a specified time that is nondiscretionary and objectively determinable at the time the deferral is elected. (d)          Payment upon Death.  If a Participant dies while or before receiving payments of his Account, the Committee shall pay his designated beneficiary or beneficiaries any remaining payments of his Account in one lump-sum payment within ninety (90) days following the Participant’s death; provided that where the ninety- (90-) day period begins in one calendar year and ends in another calendar year, neither the estate nor any beneficiary of the Participant shall have a right to designate the taxable year of payment. The Committee shall provide Participants with the form for designating a beneficiary or beneficiaries. A Participant may change his beneficiary designation at any time (without the prior consent of any prior beneficiary) by executing a revised beneficiary designation form and delivering it to the Committee before his death. If no beneficiary is designated, or if the designated beneficiary predeceases the Participant or cannot be located, any death benefits shall be paid to the Participant’s estate. (e)          Payment upon Disability.  If the Committee determines that a Participant has become Disabled before all of his Accounts have been distributed to him, the remaining balance shall be distributed to him in one lump sum within ninety (90) days of the determination by the Committee that the Participant is Disabled; provided that where the ninety- (90-) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the taxable year of payment. (f)          Payment upon Change in Control.  Notwithstanding any provision of this Schedule A to the contrary, upon a Change in Control, the Committee shall direct that the Accounts of Participants under the Plan shall be paid to Participants within thirty (30) days following the Change in Control; provided that where the thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the taxable year of payment. (g)          Section 409A Violation.  If this Schedule A fails to meet the requirements of Section 409A with respect to a Participant, the Committee shall distribute the amount required to be included in such Participant’s gross income as a result of such failure within thirty (30) days of the Committee’s determination of such compliance failure; provided that where the thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the taxable year of payment. (h)          Subsequent Elections.  A Participant may, to the extent permitted by the Committee, elect to delay payment or to change the form of payment elected if all the following conditions are met: (i) Such election will not take effect until at least twelve (12) months after the date on which the election is made. (ii) The payment with respect to which such election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise be made. (iii) Any election may not be made less than twelve (12) months prior to the date of the first scheduled payment. (iv) The election is completed and signed by the Participant and delivered to, and accepted by, the Committee. For purposes of this Section A.6(g), an effective election shall be irrevocable twelve (12) months prior to the date of the first scheduled payment and may be changed at any time prior to becoming irrevocable. Installment payments shall be treated as a single payment. (i)          No Acceleration.  Except as permitted under Section 409A, no acceleration of the time or form of payment of a Participant’s Account shall be permitted. A.7. Claims Procedures The following claims procedure shall apply with respect to the Plan: (a)          Filing of a Claim for Benefits.  If a Participant or beneficiary (the “Claimant”) believes that he is entitled to benefits under the Plan that are not being paid to him, he shall file a written claim therefore with the Committee. (b)          Notification to Claimant of Decision.  After receipt of a claim by the Committee, the Committee shall notify the Claimant of its decision with regard to the claim. The notice must be provided within 90 days (45 days for a claim based on Disability) after the date that the claim is received by the Committee, unless special circumstances require an extension of the period for processing the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the Claimant, prior to expiration of the initial period, written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. The written notice of the extension shall specify the circumstances which require the extension as well as the date upon which a final decision is expected. In no event is the extended period to exceed 90 days (30 days for a claim based on Disability, with a second extension of 30 days if necessary) after the end of the initial period. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the Claimant, and shall set forth: (i) The specific reason or reasons for the denial; (ii) Specific reference to pertinent provisions of the Plan on which the denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) An explanation of the procedure for review of the denial. (c)          Procedure for Review.  The Claimant may appeal denial of the claim by filing a written application for review with the Committee. The appeal shall be filed within 60 days (180 days for a claim based on Disability) following receipt by the Claimant of notice denying his claim, in whole or in part, or, if such notice shall not be given, within 60 days (180 days for a claim based on Disability) following the latest date on which such notice could have been timely given. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the Claimant shall be given an opportunity to review pertinent documents and receive copies of them, free of charge, and submit issues and comments in writing. (d)          Decision on Review.  The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner: (i) Within 60 days (45 days for a claim based on Disability) following receipt by the Committee of the request for review, unless special circumstances require an extension of time, the Committee shall notify the Claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The extension of time will not exceed 60 days (45 days for a claim based on Disability). (ii) Any review of a decision involving a claim based upon Disability shall not afford deference to an initial adverse determination and shall not be conducted by an individual(s) who made the adverse determination that is the subject of the appeal, nor the subordinate of such individual(s). If a decision on review of a claim based upon Disability is based upon a medical judgment, a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment will be consulted. (iii) With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the Claimant, and shall cite specific references to the pertinent Plan provisions on which the decision is based. (iv) The decision of the Committee shall be final and conclusive to the extent allowed by applicable law. (e)          Action by Authorized Representative of Claimant.  All actions set forth in this Section A.7 to be taken by the Claimant may likewise be taken by a representative of the Claimant duly authorized by him to act in his behalf on such matters. The Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of any such representative. (f)          Prerequisite to Legal Action.  A Claimant’s compliance with the foregoing claims procedures shall be a mandatory prerequisite to the Claimant’s right to commence any legal action with respect to any claim for benefits under the Plan. *  *  * CEDAR FAIR, L.P. ANNUAL MEETING OF LIMITED PARTNERS, JUNE 8, 2016 This Proxy is Solicited on Behalf of the Board of Directors of Cedar Fair, L.P.’s General Partner, Cedar Fair Management, Inc.   The undersigned hereby appoints Matthew A. Ouimet and Brian C. Witherow and each of them jointly and severally, Proxies with full power of substitution, to vote as designated on the reverse side, all Limited Partnership Units of Cedar Fair, L.P. held of record by the undersigned on April 11, 2016, at the Annual Meeting of Limited Partners to be held on June 8, 2016, or any adjournment or postponement thereof. THE BOARD OF DIRECTORS OF THE GENERAL PARTNER RECOMMENDS A VOTEFOR THE ELECTION OF MR. ERIC L. AFFELDT, MR. JOHN M. SCOTT, III AND MR. D. SCOTT OLIVET TO THE BOARD OF DIRECTORS,FOR THE PROPOSAL TO CONFIRM THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,FOR THE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ANDFOR THE PROPOSAL TO APPROVE AND ADOPT THE 2016 OMNIBUS INCENTIVE PLAN. THE LIMITED PARTNERSHIP UNITS REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO DIRECTION IS GIVEN IN THE SPACE PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTEDFOR THE ELECTION OF MR. ERIC L. AFFELDT, MR. JOHN M. SCOTT, III AND MR. D. SCOTT OLIVET, ANDFOR PROPOSALS 2, 3 AND 4. IF ANY OF THE BOARD’S NOMINEES ARE UNABLE OR UNWILLING TO SERVE AS A DIRECTOR AT THE TIME OF THE ANNUAL MEETING, THE PROXIES MAY USE THIS PROXY TO VOTE FOR A REPLACEMENT NOMINEE RECOMMENDED BY THE BOARD, WHETHER OR NOT ANY OTHER NOMINATIONS ARE PROPERLY MADE AT THE MEETING. (Continued and to be signed on the reverse side) SEE REVERSE SIDE   ~    TO VOTE BY MAIL, PLEASE DETACH HERECEDAR FAIR, L.P. | 2020 Proxy Statement / 69 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/FUN2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. CEDAR FAIR, L.P. ONE CEDAR POINT DRIVE SANDUSKY, OH 44870 ATTN: MICHAEL RUSSELLD10775-P39184For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. CEDAR FAIR, L.P. The Board of Directors recommends a vote FOR Gina D. France, Matthew A. Ouimet and Richard A. Zimmerman and FOR Proposals 2 and 3.1. Elect Three (3) Class III Directors for a three-year term expiring in 2023 from those nominees nominated in accordance with our Partnership Agreement:Board’s Nominees:01) Gina D. France 02) Matthew A. Ouimet 03) Richard A. Zimmerman For Against Abstain2. Confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm;3. Approve, on an advisory basis, the compensation of our named executive officers;4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed. If no direction is made, this proxy will be voted as the Board recommends. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date   ~     Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The proxy statementNotice and annual reportProxy Statement and Annual Report are available freeat https://ir.cedarfair.com/overview/proxy.Due to public health concerns regarding the coronavirus outbreak (COVID-19), this year's annual meeting will be a "virtual meeting" of charge at http://ir.cedarfair.com/financial-reports/Proxy-Information The Board of Directors recommends a vote FOR Mr. Eric L. Affeldt, Mr. John M. Scott, III and Mr. D. Scott Olivet and FOR Proposals 2, 3 and 4. Please mark vote as indicated in this example x 1. Election of Class I Directors of the General Partner for a three-year term expiring in 2019:     Board’s Nominees: 01. Eric L. Affeldt 02. John M. Scott, III 03. D. Scott Olivet FOR ALL WITHHOLD AUTHORITY *FOR ALL EXCEPT OF THE BOARD’S FOR ALL OF THE BOARD’S (See instructions) NOMINEES NOMINEES ¨ ¨ ¨ (INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “For All Except” box to the right and write that nominee’s name in the space provided below.) *For All Except FOR AGAINST ABSTAIN 2. To confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. ¨ ¨ ¨ FOR AGAINST ABSTAIN 3. To approve, on an advisory basis, the compensation of our named executive officers. ¨ ¨ ¨ FOR AGAINST ABSTAIN 4. To approve and adopt the 2016 Omnibus Incentive Plan. ¨ ¨ ¨ 5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed. If no direction is made, this proxy will be voted as the Board recommends. Date: ,2016 Signature (Please sign exactly as your name appears to the left) Additional Signature (if held jointly) Title of Authority Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE. ~ TO VOTE BY MAIL, PLEASE DETACH HERE ~ Your telephone or internet proxy authorizesunitholders. You will not be able to attend the named Proxies to vote your units in the same manner as if you marked, signed and returned your proxy card. AUTHORIZE YOUR PROXY BY PHONE:annual meeting physically. You will be askedable to enter a CONTROL NUMBER which is locatedattend the annual meeting, as well as vote and submit your questions, during the live webcast by visiting www.virtualshareholdermeeting.com/FUN2020 and entering the 16-digit control number included on your proxy card. Further details regarding the virtual meeting format can be found in the lower right hand cornerVirtual Meeting Considerations section. D10776-P39184CEDAR FAIR, L.P. ANNUAL MEETING OF LIMITED PARTNERS, MAY 13, 2020 This Proxy is Solicited on Behalf of this form.the Board of Directors of Cedar Fair, L.P.’s General Partner, Cedar Fair Management, Inc. The undersigned hereby appoints Richard A. Zimmerman and Brian C. Witherow and each of them jointly and severally, Proxies with full power of substitution, to vote as designated on the reverse side, all Limited Partnership Units of Cedar Fair, L.P. held of record by the undersigned on March 25, 2020, at the Annual Meeting of Limited Partners to be held on May 13, 2020, or any adjournment or postponement thereof. THE BOARD OF DIRECTORS OF THE GENERAL PARTNER RECOMMENDS A VOTE FOR THE ELECTION OF GINA D. FRANCE, MATTHEW A. OUIMET AND RICHARD A. ZIMMERMAN TO THE BOARD OF DIRECTORS, FOR THE PROPOSAL TO CONFIRM THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND FOR THE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. THE LIMITED PARTNERSHIP UNITS REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO DIRECTION IS GIVEN IN THE SPACE PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF GINA D. FRANCE, MATTHEW A. OUIMET AND RICHARD A. ZIMMERMAN, AND FOR PROPOSALS 2 AND 3. IF ANY OF THE BOARD’S NOMINEES ARE UNABLE OR UNWILLING TO SERVE AS A DIRECTOR AT THE TIME OF THE ANNUAL MEETING, THE PROXIES MAY USE THIS PROXY TO VOTE FOR A REPLACEMENT NOMINEE RECOMMENDED BY THE BOARD, WHETHER OR NOT ANY OTHER NOMINATIONS ARE PROPERLY MADE AT THE MEETING.(Continued and to be signed on the reverse side) OPTION A: You are encouraged to review each proposal and select a voting choice before you submit your proxy. Please press 0 in order to vote on each proposal separately. OPTION B: If you prefer not to select a voting choice with respect to each proposal you may press 1 to submit a proxy. If you select this option, your shares will be voted in accordance with the recommendations made by the Board of Directors. AUTHORIZE YOUR PROXY BY INTERNET:THE WEB ADDRESS ISwww.proxyvoting.com/FUN IF YOU AUTHORIZE YOUR PROXY BY PHONE OR INTERNET YOU NEED NOT MAIL THE PROXY CARD. Call««Toll Free««On a Touch-Telephone 1-877-291-2190 There is NO CHARGE to you for this call     Internet and Telephone voting is available through 11:59 PM Eastern Time on June 7, 2016 CONTROL NUMBER for Telephone/Internet Proxy Authorization