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 ☐

Filed by the Registrant ☒		Filed by a Party other than the Registrant  ☐

CEDAR FAIR, L.P.

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

Due to public health concerns regarding the coronavirus (COVID-19) pandemic, 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 visiting www.virtualshareholdermeeting.com/FUN2021 and entering the 16-digit control number included on your proxy card. Further details regarding the virtual meeting format can be found in the Virtual Meeting Considerations section.

Your vote is important and we encourage you to vote promptly, even if you plan to virtually attend the annual meeting.promptly. 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 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.

By Order of the Board of Directors,

One Cedar Point Drive

Sandusky, Ohio 44870-5259

April 7, 20212022

TABLE OF CONTENTS

2021 PROXY STATEMENT SUMMARYProxy Meeting 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.

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2021 Business Highlights

Focused on our mission to make people happy by providing fun, immersive, and memorable experiences, we are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary facilities. Our 2021 financial and operating results exceeded our initial expectations following a highly disrupted 2020 Financialoperating season caused by the effects of the COVID-19 pandemic. Our 2021 results were driven by greater consumer demand resulting in higher attendance than initially anticipated, particularly in the second half of 2021, and Operating Summary

Cedar Fair had strong momentum coming into 2020. We achieved record 2019 results in net revenues, Adjusted EBITDA, attendance, in-park per capita spending and out-of-park revenues. We acquired Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston, two iconic water parks and one resortspending. This resulted in Texas. We introducedAdjusted EBITDA for 2021 totaling $325 million. As a new WinterFest celebration at a sixth park, Canada’s Wonderland, opened the first Carowinds hotel, and acquired Sawmill Creek Resort near Cedar Point. We alsoresult, we made other strategic investments in infrastructure, marketable new rides and attractions, resort facilities and immersive events. For the 2020 operating season, we were anticipating the introductionprogress towards our goal of 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 notable anniversaries at Cedar Point and Knott’s Berry Farm, celebrating 150 and 100 years, respectively. Our operating momentum that yielded record results in 2019 continued through early 2020.

The novel coronavirus (COVID-19) pandemic abruptly disruptedreducing our 2020 operating season, continues to disrupt our business in significant ways, and will have a lingering and uncertain effect on our business performance and operations. Most significantly, we closed our properties for several months in 2020 beginning on March 14. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and state guidelines. Due to soft demand trends upon reopening, park operating calendars were adjusted for 2020, including reduced operating days per week and operating hours within each operating day. Following the March 2020 closure of our properties andoutstanding debt obtained in response to the negative effects of the COVID-19 pandemic we took action to secure additional liquidity and to obtain relief from certain financial covenants, including the issuanceby redeeming $450 million of $1.3 billionunsecured senior notes and amendments to our credit facility to suspend and revise certain financial covenants, and to increase capacity and extend maturityin December 2021 with cash on a portion of our revolving credit facility. We also suspended quarterly partnership distributions and a series of capital expenditures planned for the 2020 and 2021 operating seasons, and proactively reduced operating expenses and cash outflows.hand.

As a result of the COVID-19 disruption, 2020 included only 487 operating days compared with 2,224 operating days in 2019. Consolidated net revenues for 2020 totaled $182 million, decreasing $1.3 billion, from $1.5 billion for 2019. This reflected the impact of a 25.3 million-visit decrease in attendance, a $1.94 decrease in in-park per capita spending, and a $101.3 million decrease in out-of-park revenues. For 2020, Adjusted EBITDA loss totaled $302.0 million compared with $504.7 million in Adjusted EBITDA for 2019.

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationOperations on pages 22-2320-21 of the Company’s Form 10-K for fiscal 20202021 for additional information regarding attendance, in-park per capita spending out-of-park revenues and Adjusted EBITDA, including how we define theseand use those measures and a reconciliation of Adjusted EBITDA from net (loss) income. See Note 5 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 20202021 for a reconciliation of in-park and out-of-park revenues.

The COVID-19 pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021, and may have a longer-term negative effect. Beginning on March 14, 2020, we closed our properties for several months. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and state operating guidelines. Due to soft demand trends and capacity-restriction mandates upon reopening in 2020, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week, reduced operating hours within each operating day, and earlier closure of certain parks than in a typical operating year. We delayed the opening of our U.S. properties for the 2021 operating season until May 2021 and opened our Canadian property in July 2021. Upon opening in 2021, we operated with capacity restrictions, guest reservations, and other COVID-19 related operating protocols in place. We removed most capacity restrictions, guest reservation requirements and other COVID-19 related operating protocols at our U.S. properties beginning in July 2021. Canada’s Wonderland operated with capacity restrictions, guest reservations, and other COVID-19 related operating protocols in place throughout 2021. We adjusted our park operating calendars in 2021 to respond to changes in guest demand, labor availability and any state and local operating restrictions. We currently anticipate returning to full park operating calendars for the 2022 operating season at all of our parks, but we may continue to adjust future park operating calendars for 2022 as we respond to changes in guest demand, labor availability and any state and local operating restrictions.

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Board of Directors

Board Composition

INDEPENDENCE		DIVERSITY

AGE DISTRIBUTION		DIRECTOR TENURE

Diversity

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Director Nominees

The Board is asking you to vote for each of the nominees listed below to serve as Class I Directors of the general partner for three-year terms expiring at the annual meeting in 20242025 and until their respective successors are duly elected and qualified. The Board believes that the attributes, skills and qualifications that Mr. Hanrahan and Mses. Shanahan and Smithart-Ogelsby have developed through their extensive leadership experience across finance, hospitality, consumer goods 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 Proposal One. Election of Directors starting on page 9 for detailed information about the background and qualifications of each Director nominee.

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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 for re-election this year. Please see the detailed information about the background and qualifications of each of these continuing Directors on pages 11-13.11-14.

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Executive Compensation Advisory Vote

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 20222023 annual meeting. Please see Proposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 1516 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 21-62.22-69.

A majority of our targeted named executive officer compensation is contingent on corporate performance. Because our pre-COVID-19 compensation programs are primarily weighted toward Adjusted EBITDA performance, the incentive and retentive value for outstanding cash and equity grants for the management team was nullified. Consistent with our overall compensation philosophy and objectives, we re-examined our compensation strategy in recognition of the extreme business disruption, related uncertainty and pivot to critical business response and recovery initiatives in response to the effects of the COVID-19 pandemic. We implemented changes and made incentive-based unit awards to directly align executive compensation opportunities with the interests of our unitholders. We also took action to help retain critical talent and motivate our management team to achieve new strategic goals designed to optimize the Company’s position through the ongoing COVID-19 pandemic and drive the recovery expected to follow (see Compensation Discussion and Analysis).

Our program generally focuses on total direct compensation opportunities - i.e., the combination of base salary, annual cash incentive awards and long-term incentive compensation. See the Elements of Executive Compensation section 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 and may vary year-to-year. The original 2020 compensation opportunities were designed around total direct compensation consistent with this approach. The impact of COVID-19 on the original awards, together with temporary salary reductions and additional incentive-based unit awards that we made, significantly altered the final mix of compensation opportunities for 2020. See the Compensation Mix - 2020 section.

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THE ANNUAL MEETINGThe Annual Meeting

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 7, 2021.2022.

Virtual Meeting ConsiderationsTime and Place

Due to public health concerns regarding the coronavirus (COVID-19) pandemic, theThe annual meeting will take place virtually via live webcastbe held at www.virtualshareholdermeeting.com/FUN2021the Charlotte Marriott SouthPark, 2200 Rexford Road, Charlotte, North Carolina on Wednesday, May 19, 202118, 2022 at 2:9:00 p.m.a.m. (EDT). You will notAttendees 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 able to attend the annual meeting physically.

Attending the Annual Meeting

To listen and participate, visit www.virtualshareholdermeeting.com/FUN2021 and enter the 16-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 at www.virtualshareholdermeeting.com/FUN2021, simply type your question in the “ask a question” box and click “submit”.

Voting at the Annual Meeting

You will be able to vote during the annual meeting by providing your 16-digit control number when you log into the webcast at www.virtualshareholdermeeting.com/FUN2021.

Technical Difficulties

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support line number that will be posted on the Virtual Shareholder Meeting login page.admitted.

Matters to be Considered

The limited partners will also be asked to 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 May 19, 202118, 2022

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

Voting Process

You may vote electronicallyin person at the annual meeting or through a proxy. However, even if you plan to attend the annual meeting in person, the Board urges you to submit your vote as soon as possible by mail, telephone or the Internet. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal

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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 by participating in the virtual annual meeting and 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 shouldmay call or write:

Morrow Sodali, LLC

470 West Avenue

Stamford, CT 06902

Please call: (203) 658-9400 or

Call toll free at: (800) 662-5200

Email: FUN.info@investor.morrowsodali.com

Web address: www.morrowsodali.com

Record Date; Voting Rights; Quorum; Vote Required

CFMI has fixed the close of business on March 26, 202121, 2022 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.

A majority of the units entitled to vote at the annual meeting present, either virtuallyin person 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, either virtuallyin person or by proxy, will be elected. The affirmative vote of a majority of the units represented at the annual meeting, either virtuallyin person or by proxy, is required to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.2022. The advisory vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of units represented at the annual meeting, either virtuallyin person or by proxy. This say-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.

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PROPOSAL ONE. ELECTION OF DIRECTORSProposal One. Election of Directors

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

At this meeting, Daniel J. Hanrahan, Lauri M. Shanahan,Louis Carr, D. Scott Olivet, and Debra Smithart-OglesbyCarlos A. Ruisanchez are nominated by the Board for election as Class III Directors to serve for three-year terms expiring at the annual meeting in 20242025 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. HanrahanMessrs. Carr, Olivet and Mses. Shanahan and Smithart-OglesbyRuisanchez to whom we refer in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Mr. HanrahanMessrs. Carr, Olivet and Mses. Shanahan and Smithart-OglesbyRuisanchez have developed through their extensive leadership experience across finance, hospitality, entertainment, media, consumer goods and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Mr. HanrahanMessrs. Carr, Olivet and Mses. Shanahan and Smithart-OglesbyRuisanchez will qualify as “independent” directors under the NYSE rules and our Corporate Governance Guidelines.

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

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

Nominees recommended by the Board for election as Class III Directors to serve until 2024:2025:

Louis Carr Director since: 2020    |    Audit Committee
Louis Carr is president of Media Sales for BET Networks, a leading provider of quality entertainment, music, news and public affairs television programming for the African-American audience and a subsidiary of Viacom, Inc. (NASDAQ: VIA) (NASDAQ: VIA.B). Mr. Carr has been with BET Networks for 35 years and is recognized as one of the most influential and prominent African Americans in the media and marketing industries. In 2016, Mr. Carr earned the Diversity Award from the Hyatt Corporation and another Lifetime Achievement Award from the Patricia Martin Legacy celebration honoring his work around diversity from both a personal and professional standpoint. Louis has also been listed on NAMIC’s Most Influential African Americans list in the cable industry several times. Mr. Carr has served on the boards of the Ad Council; International Radio and Television Society (IRTS); American Advertising Federation (AAF); and the Video Advertising Board (VAB), formerly the CAB. He currently serves on the board of Boys Hope Girls Hope and the United States Track and Field Foundation. Utilizing his B.A. in Journalism from Drake University, Louis has become a compelling author, writing two books titled Dirty Little Secrets and The Little Black Book: Daily Motivations for Business and Personal Growth. At Cedar Fair, Mr. Carr has served as a Director since 2020 and is a member of the Audit Committee. Mr. Carr is qualified to serve on the Board of Directors primarily as a result of his more than 35 years of experience as an entertainment, media, and advertising executive.
D. Scott Olivet Director since: 2013    |    Audit Committee    Compensation Committee
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. Mr. Olivet also serves as chairman of Future Stitch since July 2018, director of Rockport Group since October 2018, and director of Brixton Manufacturing since October 2014. He has previously served on the boards of Oakley, Collective Brands, Skullcandy, Fox Racing, Mervin Manufacturing, Dakine, HUF, and Hybrid Apparel. Mr. Olivet has served as a Director since 2013, is the Chair of the Compensation Committee 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.

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Carlos A. Ruisanchez Director since: 2019    |    Audit Committee     Compensation Committee
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 the co-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 and consumer sectors. Mr. Ruisanchez also serves as an independent director of Southwest Gas Holdings (NYSE: SWX). Prior to Sorelle, he served as president and chief financial officer and board member 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 and Compensation Committees. 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.

Continuing Directors

Class III Directors serving until 2023:

Gina D. France Director since: 2011    |    Audit Committee    Nominating & Corporate Governance Committee
Gina D. France has more than 40 years of strategy, investment banking and corporate finance experience. Currently, Ms. France is 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 $174 billion asset regional bank holding company operating in 12 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, a mutual fund provider. 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.

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Class II Directors serving until 2024:

Daniel J. Hanrahan		Chairman of the Board
Director since: 2012    Age: 63
Daniel J. Hanrahan brings more than 40 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. InFrom 2017 to 2021, 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 joined Sycamore Partners as an advisor in 2021. 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 40 years of experience in sales and marketing.

Lauri M. Shanahan
Director since: 2012    |    Nominating & Corporate Governance Committee    Age: 58  Committees:          Compensation          Nominating &          Governance
Lauri M. Shanahan has over 2530 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 her 16-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,brands; Treasury Wine Estates (ASX: TWE), a vertically integrated, global wine company based in Melbourne, Australia with 70+ brands,brands; and G Squared Ascend I (NYSE: GSQD.UN), a special purpose acquisition company (SPAC) focused on target businesses in software-as-a-service, online marketplaces, mobility 2.0/logistics, fintech/insurtech, new age media, and sustainability. She chairsis a member of the audit and risk management committee and the governance and ESG committee of Deckers Brands. She is a member of the remuneration committee of Treasury Wine Estates.Estates and chairs the audit, compensation and governance committees at G Squared. In addition, Ms. Shanahan serves as a member 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 on the board of Charlotte Russe Holdings, Inc., a women’s apparel, footwear and accessories retailer, from 2009 through January 2019, where she served as chairman of the board and chair of the compensation committee. 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 and as Chair of the Compensation Committee. Ms. Shanahan is qualified to serve on the Board of Directors primarily as a result of her substantial public company managementexecutive and leadership experience in the consumer goods and retail industries, which includes strategic, operational, ESG, legal and risk oversight experience, as well as her experience on the other boards on which she currently serves.

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Debra Smithart-Oglesby
Director since: 2012    |    Compensation Committee    Director since: 2012 Nominating & Corporate Governance Committee    Age: 66  Committees:          Compensation          Nominating &          Governance
Debra Smithart-Oglesby is a former certified public accountant with more than 35 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 several other 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., a start-up company in the home improvement and decorating retail segment, as its chief financial officer. From 1997 to 1999, she was the president, corporate services and chief financial officer of First America Automotive, Inc., a new and used car retailer sold to Sonic Automotive. Prior to that, she spent 13 years as the executive vice president and chief financial officer for Brinker International (NASDAQ: EAT), one of the world’s leading casual dining restaurant companies. She held the position of chief financial officer and served on the Brinker Board from 1991 to 1997. Ms. Smithart-Oglesby has served as a Director since June 2012, is the Chair of the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. 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 35 years.

Class I Directors serving until 2022:

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PROPOSAL TWO. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMProposal 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 20212022 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2020.2021. 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 without re-submitting the matter to our unitholders. In all cases, the Audit Committee retains its right to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our unitholders. The affirmative vote of a majority of the units present, either virtually or represented by proxy, at the annual meeting is required for ratification.

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PROPOSAL THREE. ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATIONProposal 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 20222023 annual meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in the Compensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement.

Cedar Fair has a long-standing tradition of delivering results for our unitholders, and we believe 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 2020 was significantly altered in responseWe have proactively responded to the unprecedented impact to the business from the COVID-19 pandemic, and 2020 operational restrictions.while staying true to the guiding principles of our program. A summary of the impact of the COVID-19 pandemic on our business and actions taken in response is provided in detail in the Compensation Discussion and Analysis section.

TheOur 2021 compensation program continued to emphasize performance-based compensation, focused on making adjustments in response to COVID-19 pandemicthat were consistent with our overall compensation philosophy and 2020 operational restrictions nullifiedobjectives, and continued to reflect our desire to retain critical talent and incentivize our team to further optimize and drive post-pandemic business results in direct alignment with our unitholders’ interests. We did not abandon our general structure or philosophy despite the retentive and incentive value of our traditional Adjusted EBITDA-based awards. As a result, the Compensation Committee re-examined its compensation strategy.short-term disruption. We made design changes for our 2021 annual cash incentive awards as well as our 2021 performance-based long-term incentive awards consistent with these guiding principles, feedback we received from unitholders, and benchmarks provided by our compensation consultant. Due to 2021 performance trends and our programconfidence around the ability to provide incentivesreopen under normal operating conditions in 2022, we migrated our 2022 short-term and long-term incentive programs closer to the pre-pandemic designs, consistent with goals directly tied to post-COVID-19 strategic objectives, whileour goal of continuing to maintain a significant portion of compensation through performance-based components.incentivize our team to further optimize and drive post-pandemic business results in direct alignment with unitholders’ interests. Our priorities have been and continue to be focused on executive and unitholder alignment and retaining key talent in the short-short-term and the long-term. In addition, during the COVID-19 pandemic, we have emphasized protecting the health and safety of our guests and associates, enhancing liquidity, and using metrics that account for COVID-19 disruptions. Our executive compensation decisions continue to reflect our desire to recognize, incentivize and retain critical talent and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. Our executive compensation decisions demonstrate 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 and non-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.

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BOARD MATTERS AND CORPORATE GOVERNANCEBoard 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 followed 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. See Board Committeesbelow for Committee descriptions and risk oversight activities.

The Board formally met 199 times in 20202021 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 2020,2021, 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 other than Mr. Carr who was appointed to the Board in November 2020, attended the 20202021 annual meeting.

Executive sessions of all non-employee Directors are scheduled in conjunction with each regularly scheduled board meeting and were held 13 times during 2020.meeting. At least one of these executive sessions was attended by Independent Directors only. The Chairman of the Board presided at each executive session in 2020.2021.

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 2020,2021, we transitioned the

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Compensation Committee chairmanship from Mr. Hanrahan to Ms. Shanahan andto Mr. Olivet. In 2020, we transitioned the Nominating and Corporate Governance Committee chairmanship from Ms. Shanahan to Ms. Smithart-Oglesby.

16 / 2021 Proxy Statement | CEDAR FAIR, L.P.

TABLE OF CONTENTS

Proxy Meeting 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.

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2021 Business Highlights

Focused on our mission to make people happy by providing fun, immersive, and memorable experiences, we are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary facilities. Our 2021 financial and operating results exceeded our initial expectations following a highly disrupted 2020 operating season caused by the effects of the COVID-19 pandemic. Our 2021 results were driven by greater consumer demand resulting in higher attendance than initially anticipated, particularly in the second half of 2021, and record in-park per capita spending. This resulted in Adjusted EBITDA for 2021 totaling $325 million. As a result, we made progress towards our goal of reducing our outstanding debt obtained in response to the negative effects of the COVID-19 pandemic by redeeming $450 million of unsecured senior notes in December 2021 with cash on hand.

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 20-21 of the Company’s Form 10-K for fiscal 2021 for additional information regarding attendance, in-park per capita spending and Adjusted EBITDA, including how we define and use those measures and a reconciliation of Adjusted EBITDA from net (loss) income. See Note 5 to our Consolidated Financial Statements in the Company’s Form 10-K for fiscal 2021 for a reconciliation of in-park and out-of-park revenues.

The COVID-19 pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021, and may have a longer-term negative effect. Beginning on March 14, 2020, we closed our properties for several months. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and state operating guidelines. Due to soft demand trends and capacity-restriction mandates upon reopening in 2020, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week, reduced operating hours within each operating day, and earlier closure of certain parks than in a typical operating year. We delayed the opening of our U.S. properties for the 2021 operating season until May 2021 and opened our Canadian property in July 2021. Upon opening in 2021, we operated with capacity restrictions, guest reservations, and other COVID-19 related operating protocols in place. We removed most capacity restrictions, guest reservation requirements and other COVID-19 related operating protocols at our U.S. properties beginning in July 2021. Canada’s Wonderland operated with capacity restrictions, guest reservations, and other COVID-19 related operating protocols in place throughout 2021. We adjusted our park operating calendars in 2021 to respond to changes in guest demand, labor availability and any state and local operating restrictions. We currently anticipate returning to full park operating calendars for the 2022 operating season at all of our parks, but we may continue to adjust future park operating calendars for 2022 as we respond to changes in guest demand, labor availability and any state and local operating restrictions.

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Board of Directors

Board Composition

Diversity

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Director Nominees

The Board is asking you to vote for each of the nominees listed below to serve as Class I Directors of the general partner for three-year terms expiring at the annual meeting in 2025 and until their respective successors are duly elected and qualified. The table below provides only select information about each nominee. Please see the section captioned Proposal One. Election of Directors starting on page 9 for detailed information about the background and qualifications of each Director nominee.

4 / 2022 Proxy Statement | CEDAR FAIR, L.P.

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 for re-election this year. Please see the detailed information about the background and qualifications of each of these continuing Directors on pages 11-14.

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Executive 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 2023 annual meeting. Please see Proposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 16 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 22-69.

6 / 2022 Proxy Statement | CEDAR FAIR, L.P.

The Annual Meeting

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 7, 2022.

Time and Place

The annual meeting will be held at the Charlotte Marriott SouthPark, 2200 Rexford Road, Charlotte, North Carolina on Wednesday, May 18, 2022 at 9:00 a.m. (EDT). Attendees must present a personal form of identification, and if you hold units through a brokerage account, bank or other nominee, you must present a recent statement or other proof of ownership to be admitted.

Matters to be Considered

The limited partners will also be asked to 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 May 18, 2022

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

Voting Process

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

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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 Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio, 44870, before the vote is taken at the annual 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 may call or write:

Morrow Sodali, LLC

470 West Avenue

Stamford, CT 06902

Please call: (203) 658-9400 or

Call toll free at: (800) 662-5200

Email: FUN.info@investor.morrowsodali.com

Web address: www.morrowsodali.com

Record Date; Voting Rights; Quorum; Vote Required

CFMI has fixed the close of business on March 21, 2022 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.

A majority of the units entitled to vote at the annual meeting present, either in person 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, either in person or by proxy, will be elected. The affirmative vote of a majority of the units represented at the annual meeting, either in person or by proxy, is required to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022. The advisory vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of units represented at the annual meeting, either in person or by proxy. This say-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. Broker non-votes will be counted for purposes of establishing a quorum but will not be counted as votes cast.

As of March 21, 2022, there were 57,042,295 units outstanding and entitled to vote at the annual meeting, held by approximately 4,800 holders of record. As of March 21, 2022, the Directors and executive officers of the general partner and their affiliates beneficially owned 923,419 units (which includes 130,444 vested options and deferred equity compensation), or approximately 1.6% of the total units outstanding on that date. See Security Ownership of Certain Beneficial Owners and Management .

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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 I expire at this annual meeting. Our current Class I Directors are Louis Carr, D. Scott Olivet, and Carlos A. Ruisanchez.

At this meeting, Louis Carr, D. Scott Olivet, and Carlos A. Ruisanchez are nominated by the Board for election as Class I Directors to serve for three-year terms expiring at the annual meeting in 2025 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 Messrs. Carr, Olivet and Ruisanchez to whom we refer in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Messrs. Carr, Olivet and Ruisanchez have developed through their extensive leadership experience across finance, hospitality, entertainment, media, consumer goods and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Messrs. Carr, Olivet and Ruisanchez will qualify as “independent” directors under the NYSE rules and our Corporate Governance Guidelines.

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

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

Nominees recommended by the Board for election as Class I Directors to serve until 2025:

Louis Carr Director since: 2020    |    Audit Committee
Louis Carr is president of Media Sales for BET Networks, a leading provider of quality entertainment, music, news and public affairs television programming for the African-American audience and a subsidiary of Viacom, Inc. (NASDAQ: VIA) (NASDAQ: VIA.B). Mr. Carr has been with BET Networks for 35 years and is recognized as one of the most influential and prominent African Americans in the media and marketing industries. In 2016, Mr. Carr earned the Diversity Award from the Hyatt Corporation and another Lifetime Achievement Award from the Patricia Martin Legacy celebration honoring his work around diversity from both a personal and professional standpoint. Louis has also been listed on NAMIC’s Most Influential African Americans list in the cable industry several times. Mr. Carr has served on the boards of the Ad Council; International Radio and Television Society (IRTS); American Advertising Federation (AAF); and the Video Advertising Board (VAB), formerly the CAB. He currently serves on the board of Boys Hope Girls Hope and the United States Track and Field Foundation. Utilizing his B.A. in Journalism from Drake University, Louis has become a compelling author, writing two books titled Dirty Little Secrets and The Little Black Book: Daily Motivations for Business and Personal Growth. At Cedar Fair, Mr. Carr has served as a Director since 2020 and is a member of the Audit Committee. Mr. Carr is qualified to serve on the Board of Directors primarily as a result of his more than 35 years of experience as an entertainment, media, and advertising executive.
D. Scott Olivet Director since: 2013    |    Audit Committee    Compensation Committee
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. Mr. Olivet also serves as chairman of Future Stitch since July 2018, director of Rockport Group since October 2018, and director of Brixton Manufacturing since October 2014. He has previously served on the boards of Oakley, Collective Brands, Skullcandy, Fox Racing, Mervin Manufacturing, Dakine, HUF, and Hybrid Apparel. Mr. Olivet has served as a Director since 2013, is the Chair of the Compensation Committee 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.

10 / 2022 Proxy Statement | CEDAR FAIR, L.P.

Carlos A. Ruisanchez Director since: 2019    |    Audit Committee     Compensation Committee
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 the co-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 and consumer sectors. Mr. Ruisanchez also serves as an independent director of Southwest Gas Holdings (NYSE: SWX). Prior to Sorelle, he served as president and chief financial officer and board member 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 and Compensation Committees. 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.

Continuing Directors

Class III Directors serving until 2023:

Gina D. France Director since: 2011    |    Audit Committee    Nominating & Corporate Governance Committee
Gina D. France has more than 40 years of strategy, investment banking and corporate finance experience. Currently, Ms. France is 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 $174 billion asset regional bank holding company operating in 12 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, a mutual fund provider. 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.

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Class II Directors serving until 2024:

Daniel J. Hanrahan Chairman of the Board Director since: 2012
Daniel J. Hanrahan brings more than 40 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. From 2017 to 2021, Mr. Hanrahan was 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 joined Sycamore Partners as an advisor in 2021. 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 40 years of experience in sales and marketing.

Lauri M. Shanahan Director since: 2012    |    Nominating & Corporate Governance Committee
Lauri M. Shanahan has over 30 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 her 16-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; Treasury Wine Estates (ASX: TWE), a vertically integrated, global wine company based in Melbourne, Australia with 70+ brands; and G Squared Ascend I (NYSE: GSQD.UN), a special purpose acquisition company (SPAC) focused on target businesses in software-as-a-service, online marketplaces, mobility 2.0/logistics, fintech/insurtech, new age media, and sustainability. She is a member of the audit and risk management committee and the governance and ESG committee of Deckers Brands. She is a member of the remuneration committee of Treasury Wine Estates and chairs the audit, compensation and governance committees at G Squared. In addition, Ms. Shanahan serves as a member 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 on the board of Charlotte Russe Holdings, Inc., a women’s apparel, footwear and accessories retailer, from 2009 through January 2019, where she served as chairman of the board and chair of the compensation committee. Ms. Shanahan has served as a Director since June 2012 and is a member of the Nominating and Corporate Governance Committee. She previously served as Chair of the Nominating and Corporate Governance Committee and as Chair of the Compensation Committee. Ms. Shanahan is qualified to serve on the Board of Directors primarily as a result of her substantial public company executive and leadership experience in the consumer goods and retail industries, which includes strategic, operational, ESG, legal and risk oversight experience, as well as her experience on the other boards on which she currently serves.

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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 2022 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2021. 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 without re-submitting the matter to our unitholders. In all cases, the Audit Committee retains its right to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our unitholders. The affirmative vote of a majority of the units present, or represented by proxy, at the annual meeting is required for ratification.

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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 2023 annual meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in the Compensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement.

Cedar Fair has a long-standing tradition of delivering results for our unitholders, and we believe our compensation program is appropriately structured to support our continued growth and success and to incentivize our high-performing executive team. We have proactively responded to the unprecedented impact to the business from the COVID-19 pandemic, while staying true to the guiding principles of our program. A summary of the impact of the COVID-19 pandemic on our business and actions taken in response is provided in detail in the Compensation Discussion and Analysis section.

Our 2021 compensation program continued to emphasize performance-based compensation, focused on making adjustments in response to COVID-19 that were consistent with our overall compensation philosophy and objectives, and continued to reflect our desire to retain critical talent and incentivize our team to further optimize and drive post-pandemic business results in direct alignment with our unitholders’ interests. We did not abandon our general structure or philosophy despite the short-term disruption. We made design changes for our 2021 annual cash incentive awards as well as our 2021 performance-based long-term incentive awards consistent with these guiding principles, feedback we received from unitholders, and benchmarks provided by our compensation consultant. Due to 2021 performance trends and our confidence around the ability to reopen under normal operating conditions in 2022, we migrated our 2022 short-term and long-term incentive programs closer to the pre-pandemic designs, consistent with our goal of continuing to incentivize our team to further optimize and drive post-pandemic business results in direct alignment with unitholders’ interests. Our priorities have been and continue to be focused on executive and unitholder alignment and retaining key talent in the short-term and the long-term. Our executive compensation decisions continue to reflect our desire to recognize, incentivize and retain critical talent and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. Our executive compensation decisions demonstrate 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 and non-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.

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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 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 followed 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. See Board Committees below for Committee descriptions and risk oversight activities.

The Board formally met 9 times in 2021 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 2021, 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 2021 annual meeting.

Executive sessions of all non-employee Directors are scheduled in conjunction with each regularly scheduled board meeting. At least one of these executive sessions was attended by Independent Directors only. The Chairman of the Board presided at each executive session in 2021.

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 2021, we transitioned the

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Compensation Committee chairmanship from Ms. Shanahan to Mr. Olivet. In 2020, we transitioned the Nominating and Corporate Governance Committee chairmanship from Ms. Shanahan to Ms. Smithart-Oglesby.

Audit Committee