UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2020
CEDAR FAIR, L.P.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 1-9444 | | 34-1560655 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
One Cedar Point Drive,
Sandusky, Ohio 44870-5259
(Address of principal executive offices) (Zip Code)
(419) 626-0830
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Depositary Units (Representing
Limited Partner Interests) | FUN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 13, 2020, Cedar Fair, L.P. (the "Company") held its annual meeting of unitholders (the "2020 Annual Meeting") virtually via live webcast to consider and vote upon three proposals submitted by the Board of Directors of Cedar Fair Management, Inc., the general partner of the Company.
The final voting results, which were certified by the inspector of election at the 2020 Annual Meeting, were as follows (56,703,355 units outstanding and entitled to vote as of the record date of the 2020 Annual Meeting):
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| 1. | To elect Gina D. France, Matthew A. Ouimet, and Richard A. Zimmerman as Class III Directors of the general partner for a three-year term expiring in 2023. |
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| Nominee | For | Withhold | Broker Non-Votes |
| Gina D. France | 23,118,048 | 466,561 | 33,118,746 |
| Matthew A. Ouimet | 23,234,092 | 350,517 | 33,118,746 |
| Richard A. Zimmerman | 23,241,563 | 343,046 | 33,118,746 |
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| 2. | To confirm the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm. |
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| For | Against | Abstain | Broker Non-Votes |
| 43,444,764 | 288,096 | 499,731 | 12,470,764 |
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| 3. | To approve, on an advisory basis, the compensation of the Company's named executive officers. |
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| For | Against | Abstain | Broker Non-Votes |
| 21,483,103 | 1,279,274 | 822,232 | 33,118,746 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | CEDAR FAIR, L.P. |
| | | | By Cedar Fair Management, Inc., General Partner |
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| Date: | May 13, 2020 | By: | /s/ Brian C. Witherow |
| | | | Brian C. Witherow Executive Vice President and Chief Financial Officer |
