UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

One Cedar Point Drive

Sandusky, Ohio 44870-5259

The annual meeting of the limited partner unitholders of Cedar Fair, L.P. will be held on Wednesday, June 5, 2019 at 9:00 a.m. (EDT) at The Westin Cincinnati, 21 E. 5th Street, Cincinnati, Ohio. All unitholders are invited to attend the meeting. The meeting is called for the following purposes:

Unitholders will also transact such other business as may properly come before the meeting.

OnlyDue to public health concerns regarding the coronavirus outbreak(COVID-19), this year’s annual meeting will be a “virtual meeting” of unitholders. You will not be able to attend the annual meeting physically. You will be able to attend the annual meeting, as well as vote and submit your questions, during the live 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 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 on all matters brought before the annual meeting.

Each holder of record of limited partners who heldpartner units as of the close of business on April 8, 2019 arerecord date is entitled to notice of and tocast one vote at the annual meeting and at any adjournments or postponementsper unit on each of the meeting.proposals. Should you have any questions, you may contact Cedar Fair’s Investor Relations Department at (419)627-2233.

By Order of the Board of Directors,

One Cedar Point Drive

Sandusky, Ohio 44870-5259

April 25, 2019

Your vote is important and we encourage you to vote promptly, even if you plan to attend the annual meeting. You may vote your units via a toll-free telephone number or over the Internet or you may sign, date and mail the proxy card in the envelope provided. If you attend the meeting, you may revoke the proxy and vote in person on all matters brought before the meeting.7, 2020

20192020 PROXY STATEMENT SUMMARY

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.

		CEDAR FAIR, L.P. | 20192020 Proxy Statement / 1

20182019 Financial and Operating Highlights

In 2018, we achieved our ninth consecutive year of record net revenues, up 2% from 2017 to $1.35 billion in 2018. We increased all three core revenue metrics of attendance (up 1%),in-park per capita spending (up 1%) andout-of-park revenues (up 6%). We achieved Adjusted EBITDA⁽¹⁾ of $468 million, representing a 2% decline from the Adjusted EBITDA achieved in the prior year. In addition, we increased our annualized cash distribution⁽²⁾ 4% to $3.70 per limited partner unit for 2019. We also introduced a number of major attractions, including the introduction of four ground-breaking roller coasters at Cedar Point, Knott’s Berry Farm, California’s Great America and Kings Dominion, and the expansion of family attractions at Carowinds. We also extended the operating season at Kings Dominion to include a new WinterFest holiday event, and we enhanced Cedar Point’s resort accommodations by opening a new five-story addition to Hotel Breakers.

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⁽³⁾

(3) Statistics assume election of Class I Director nominees.

The terms of three of the Directors expire at this annual meeting; seeProposal One. Election of Directors starting on page 8 andBoard Matters and Corporate Governance starting on page 15 for more information. Information on ourDirectors’ compensation and unit ownership and onrelated person transactions is provided on pages 58-63.

2 / 20192020 Proxy Statement | CEDAR FAIR, L.P.

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 20222023 and until their respective successors are duly elected and qualified. Pursuant to our ongoing succession planning efforts, Eric L. Affeldt will not seekre-election to the Board at the annual meeting following nine years of service. We thank Mr. Affeldt for his exceptional service and dedication as a Director. Carlos A. Ruisanchez has been nominated by the Board as Mr. Affeldt’s successor. If elected, Mr. Ruisanchez will serve on the Audit Committee. The Board believes that the attributes, skills and qualifications that Ms. France and Messrs. Olivet, RuisanchezOuimet and ScottZimmerman have developed through their extensive leadership experience across finance, hospitality, leisure, retail, entertainment 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 captionedProposal One. Election of Directors starting on page 8 for detailed information about the background and qualifications of each Director nominee.

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 pages10-12. 10-13.

		CEDAR FAIR, L.P. | 20192020 Proxy Statement / 3

Executive Compensation HighlightsAdvisory Vote

PayThe Board is asking for PerformanceA 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 2018:

2018 Compensation UpdatesWe did not make significant changes to our executive compensation programtables and related narratives included in 2018.

Compensation Philosophy and Objectivesthis proxy statement on pages 21-59.

A majority of our named executive officer compensation is contingent on corporate performance. In 2019:

Compensation Elements and MixOur program focuses on total direct compensation opportunities - i.e., the combination of base salary, annual cash incentive awards and long-term incentive compensation. See theElements of 20182019 Executive Compensationsection of our Compensation Discussion and 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 varyyear-to-year, and is illustrated in theCompensation Mix sections.

Other Key Features

4 / 20192020 Proxy Statement | CEDAR FAIR, L.P.

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 we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers at our 2020 annual meeting.

As noted above, we did not make significant modifications to our executive compensation program in 2018. Our executive compensation decisions for 2018 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 2018 demonstrates our commitment to these goals, as further explained in this proxy statement.

Please seeProposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 14 and the detailed information regarding our named executive officer compensation in theCompensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement on pages 19-57.

		CEDAR FAIR, L.P. | 2019 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. Olivet, Mr. RuisanchezOuimet and Mr. Scott,Zimmerman, in favor of each of Proposals 2 and 3, 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. Your broker is permitted to vote your units on the appointment of our independent registered public accounting firm, even if you do not furnish voting instructions. If your units are held in “street name”, your broker or other nominee may have procedures that will permit you to vote by telephone or electronically through the Internet.

6 / 2019 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.meeting, 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 8, 2019,March 25, 2020, there were 56,586,93156,703,355 units outstanding and entitled to vote at the annual meeting, held by approximately 5,1005,000 holders of record. As of April 8, 2019,March 25, 2020, the Directors and executive officers of the general partner and their affiliates beneficially owned 1,232,9021,303,096 units (which includes 365,277370,362 vested options and deferred equity compensation), or approximately 2.2%2.3% of the total units outstanding on that date. SeeSecurity Ownership of Certain Beneficial Owners and Management.

		CEDAR FAIR, L.P. | 20192020 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,Gina D. Scott Olivet,France, Matthew A. Ouimet, and John M. Scott, III. Pursuant to our ongoing succession planning efforts, Mr. Affeldt will not seekre-election to the Board at the annual meeting following nine years of service. We thank Mr. Affeldt for his exceptional service and dedication as a Director.Richard A. Zimmerman.

At this meeting, Gina D. Scott Olivet, CarlosFrance, Matthew A. RuisanchezOuimet and John M. Scott, IIIRichard 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 20222023 and until their respective successors are duly elected and qualified. Mr. Ruisanchez was selected through a comprehensive, national search process conducted by a global, independent executive search firm, Spencer Stuart, under the direction of the Chair of our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors unanimously has approved, the nomination of Ms. France and Messrs. Olivet, RuisanchezOuimet and ScottZimmerman to whom we refer in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Ms. France and Messrs. Olivet, RuisanchezOuimet and ScottZimmerman have developed through their extensive leadership experience across finance, hospitality, leisure, retail, entertainment and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Messrs. Olivet, Ruisanchez and ScottMs. 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.

8 / 20192020 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 to serve until 2023:

		CEDAR FAIR, L.P. | 2020 Proxy Statement / 9

Class II Directors serving until 2021:

10 / 2020 Proxy Statement | CEDAR FAIR, L.P.

Class I Directors serving until 2022:

12 / 2020 Proxy Statement | CEDAR FAIR, L.P.		CEDAR FAIR, L.P. | 2019 Proxy Statement / 9

Class III Directors serving until 2020:

10 / 2019 Proxy Statement | CEDAR FAIR, L.P.

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 20192020 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2018.2019. 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.

14 / 2020 Proxy Statement | CEDAR FAIR, L.P.		CEDAR FAIR, L.P. | 2019 Proxy Statement / 13

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 at our 20202021 annual meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in theCompensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement.

Cedar Fair has a long-standing tradition of delivering results for our unitholders, and we believe our compensation program is appropriately structured to support our continued growth and success and to incentivize our high-performing executive team. The compensation of our named executive officers for 20182019 reflected several years of solid operating results, including the results we achieved in 2017, 2018 and 2018,2019, and the strong performance of our executives. Performance highlights for 20182019 are provided in detail in theCompensation Discussion and Analysis section.

We did not make significant modificationschanges to our executive compensation program in 2018.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 20182019 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 20182019 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.

14 / 2019		CEDAR FAIR, L.P. | 2020 Proxy Statement | CEDAR FAIR, L.P.		/ 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:

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 is kept abreast of each of the Committees’ risk oversight and other activities via regular reports of the Committee Chairs to the full Board. SeeBoard Committees below for Committee descriptions and risk oversight activities.

The Board formally met eighteleven times in 20182019 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 2018,2019, 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 which they serve and the annual meeting absent occasional, unavoidable circumstances. All of the current board members attended the 20182019 annual meeting.

Executive sessions of allnon-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held fourfive times during 2018.2019. These executive sessions are attended bynon-employee Independent Directors only. The Lead Independent Director presided at each executive session in 2018.2019.

Board Committees

The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each Committee is composed entirely of independent Directors, as that term is defined in the NYSE listing standards and CFMI’s Corporate Governance Guidelines, and each member of the Audit Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each Committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board, its Committees and the Chairman of the Board. Furthermore, we periodically rotate committee membership and chairmanship. In 2020, we transitioned the Compensation Committee chairmanship from Mr. Hanrahan to Ms. 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

Compensation Committee

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

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 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 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 adopted additional standards to determine Director independence. These standards are located in the Partnership’sour Corporate Governance Guidelines. The Board has affirmatively determined that current Board members and Board nominees Eric L. Affeldt, Gina D. France, Daniel J. Hanrahan, D. Scott Olivet, Carlos A. Ruisanchez, John M. Scott, III, Lauri M. Shanahan and Debra Smithart-Oglesby, meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Matthew A. Ouimet and Richard A. Zimmerman are not independent. Mr. Ouimet is a former executive officer of the Partnership, and Mr.  Zimmerman are not independent because they areis a current executive officersofficer 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 discuss a broad range of topics, including governance and our 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 determined that former Director, Mr. Klein, who servedprovides a formal process for unitholders and interested parties to send communications directly to the Board, including thenon-employee independent Directors as a director throughout 2018, metgroup or the independence criteriapresiding 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 NYSE listing standardsNominating and our Corporate Governance Guidelines.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 DocumentsMaterials

The Partnership’sOur Corporate Governance Guidelines, Code of Conduct and Ethics, and the charters of the Board committees provide the framework for the governance of the Partnership.

Corporate Governance Guidelines

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 and the Lead Independent Director.Board.

Code of Business Conduct and Ethics

The Company hasWe have adopted and maintainsmaintain a Code of Conduct and Ethics that covers all directors, officers and employees of the CompanyPartnership and 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.

The Partnership intendsWe intend to post amendments to or waivers from the Partnership’s Corporate Governance Guidelines and Code of Conduct and Ethics on the Partnership’sour 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

The Partnership’sOur Corporate Governance Guidelines, Code of Conduct and Ethics, and charters of the committees of the Board are available on the Partnership’sour 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.

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 15

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 / 20192020 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 paydesign our program around these particular elements of compensation. The following summary highlights our 20182019 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 2018:2019:

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 2018:2019:

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. Our executive compensation programperformance 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. Further, Adjusted EBITDA is widely used by analysts, investors and comparable companies to evaluate operating performance in our industry.

		CEDAR FAIR, L.P. | 20192020 Proxy Statement / 1921

Our unitholder approvedunitholder-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 period, 2014-2018.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 Return(1)

26%5-year total return

Some of our financial results and other accomplishmentsIn 2019, we achieved for our unitholders in 2018 include:

Net Revenue

20 / 2019 Proxy Statement | CEDAR FAIR, L.P.

Annualized Cash DistributionDistributions (3)

In 2018,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 that support our mission to make people happy by providing fun, immersive and memorable experiences. These include the following:

		CEDAR FAIR, L.P. | 2020 Proxy Statement / 23

equity ownership. As further explained below, each of our executive compensation decisions for 20182019 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, of it, including based on 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.

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 23

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 fromtime-to-timeretains 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 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.

Korn Ferry Hay Group (or Hay Group, prior to its acquisition by Korn/Ferry International in 2015) (“Korn Ferry”) wasSemler Brossy has been the Committee’s compensation consultant from 2011 throughmid-2018since 2018 and made recommendations regardingadvised on our 20182019 executive compensation program. Korn FerrySemler Brossy also assisted with our most recent biannual peer group review, prepared our most recent biannual executive compensation benchmarking study and assisted with a

24 / 2019 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. The committee considered these same factors when it reviewed the independence determination in February 2019 and when it made the prior year Korn Ferry independence determination.

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, with the goal of reviewing it at least biannually. The Committee lastand undertook a peer group review in 20172019 with the assistance of Korn Ferry. ThatSemler Brossy. Following that review, resulted inwe 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 followinggroup 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 Korn FerrySemler Brossy conducted in August 20172019 in advance of decisions regarding targeted compensation for 2018:2020 and includes the following companies:

These peer group members were selected in a thorough review process, in consultation with Korn Ferry,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 1/23 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.

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 25

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, survey data, 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 2017,2019, the Compensation Committee requested that Korn FerrySemler Brossy prepare an updated benchmarking study to assess the competitiveness of our executive compensation levels. The Korn FerrySemler Brossy review was completed in August 2017,2019, 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 Korn FerrySemler 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 Compensation Committee believes the Korn FerrySemler 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 2018. The Compensation Committee has requested that Semler Brossy conduct an updated benchmarking study in 2019 in coordination with the peer group review.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 conclusion of the peak season and significant financial results are available. The chief executive officer completes his evaluations of the other named executive officers’

26 / 2019 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:

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 27

our named executive officers, which flowed through their mix of compensation opportunities for the year. The compensation opportunities for each of our succession planning, Mr. Zimmerman was promotedexecutives reflect a mix similar to President and Chief Executive Officer at the beginning of 2018. His compensationtheir 2018 mix, was impacted bywith an increased short- and long-termshort-term incentive components of his total compensation and an increase in his annual base salary. In establishing his 2018 compensation, we sought to establish an appropriate chief executive officer compensation transition and considered, among other things, chief executive officer benchmarking information from Korn Ferry, our former CEO’s compensation opportunities, further anticipated compensation increases over time, our general market objectives and Mr. Zimmerman’s performance history. Mr. Fisher’s 2018 targeted compensation levels were set when we hired him in late 2017. We also increased the long-term incentive compensationaward opportunity for Mr. Milkie which impactedZimmerman as part of the further transitioning of his compensation mix. The compensation mix for Mr. Witherow and Ms. Semmelroth was unchanged from 2017.CEO compensation. As a result, total compensation increases were biased towards performance-based compensation, with the more significant adjustments grounded in expanded responsibilities.compensation. The targeted direct compensation percentages for our named executive officers for 20172018 and 20182019 are indicated below:

The equity portion of targeted total direct compensation opportunities for 20172018 and 20182019 were granted in October 20162017 and October 2017,2018, respectively (except for Mr. Fisher who was granted his 2018 equity in December 2017 upon his hiring).

The graphic below illustrates the 20182019 targeted total direct compensation mix for Mr. Zimmerman. This chart does not include the value of Mr. Zimmerman’s 2020 restricted units granted in 20182019 and 2019-20212020-2022 performance unit awards because we view those as part of Mr. Zimmerman’s targeted total direct compensation opportunity for 2019.2020. See “Targeted 20192020 Long-Term Incentive Compensation” below for further information.

28 / 2019 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 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. 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. 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 basis. In reviewing the named executive officer’s salary, the Compensation Committee generally considers, among other things:

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 29

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.

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 20182019 cash awards were calculated at the following scale (with amounts interpolated between the various levels):

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 0%, 50%, 100% and 150% forwas a weighted average of the 2018 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.

30 / 2019 Proxy Statement | CEDAR FAIR, L.P.

In 2018,2019, the Company achieved functional currency Adjusted EBITDA before incentive compensation expense and excluding results from the properties acquired in the Schlitterbahn Acquisition of $498.8  million; see$529.6  million, which represented 101.8% of the target. SeeCompensation Discussion and Analysis - Compensation Performance Measures andCompensation Discussion and Analysis - Summary - Executive Compensation Decisionsfor an explanation of how we compute this measure, which represented 93.9% of the target, and basedmeasure. 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 87.8%118.4% of their respective targets. In addition, all of the executives except Mr. Zimmerman, successfully achieved allexceeded expectations with respect to each of their three individual performance goals, and they were eligible for the payment of 150% of the individual performance-based portion of their respective targets.targets as follows: Mr. Zimmerman achieved a portion of his individual performance goals,(140%), Mr. Witherow (135%), Mr. Fisher (135%), Mr. Milkie (141%) and he was eligible for the payment of 50% of his individual performance-based portion of his target.Ms. Semmelroth (133%).

The 20182019 cash incentive payouts for the named executive officers are set forth below:

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 2018.2019.

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 31

The long-term incentive award opportunities for the named executive officers’ 20182019 targeted direct compensation opportunities granted in October 2017 (except for Mr. Fisher who was granted his LTI awards in December 2017 upon his hiring)2018 were as follows:

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 20182019 compensation cycle isare based on the achievement of cumulative functional currency Adjusted EBITDA versus the target established for the 2018-20202019-2021 period. The 20182019 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 granted in 20172018 have a performance period of January 1, 2018 - 2019—December 31, 2020,2021, and are based on the level of achievement of cumulative functional currency Adjusted

32 / 2019 Proxy Statement | CEDAR FAIR, L.P.

2019 Restricted Unit Awards Granted in 20172018

We awarded the time-based restricted unit component of our 20182019 targeted total direct compensation to each of our executives in October 2017 (except for Mr. Fisher who was awarded restricted units in December 2017 upon his hiring).2018. The awards vest incrementally with one third of the award vesting each year over an 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 2019, 2020, 2021 and 2021,2022, 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 2019 time-based restricted unit awards granted in 20172018 were as follows: