8-K

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): November 16, 2020

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)

DELAWARE	1-9444	34-1560655
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Cedar Point Drive, Sandusky, Ohio	44870-5259
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 626-0830

N/A

(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))

Securities registered or to be 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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2020, the Board of Directors (the “Board”) of Cedar Fair Management, Inc., the general partner of Cedar Fair, L.P. (the “Partnership”), elected Louis Carr to fill a vacancy on the Board, effective November 16, 2020. Mr. Carr will serve as a Class I director and his term expires at the 2022 Annual Meeting of Limited Partner Unitholders. Mr. Carr serves on the Audit committee of the Board. There are no transactions between Mr. Carr and the Partnership that would be reportable under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Carr and any other person pursuant to which Mr. Carr was elected as a director. Mr. Carr’s compensation as a director will be provided on the same basis as that provided to the Partnership’s other non-employee directors, as further described in the Partnership’s Proxy Statement dated April 7, 2020, at pages 60-62. Mr. Carr’s compensation will be prorated to reflect the commencement date of his Board service. The Partnership will enter into an indemnification agreement with Mr. Carr in substantially the same form as the Form of Indemnification Agreement, which was filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on November 1, 2011.

Item 7.01. Regulation FD Disclosure.

A copy of the news release announcing Mr. Carr’s election to the Board is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit (99.1)	News Release of Cedar Fair, L.P., dated November 17, 2020 (furnished herewith in relation to Item 7.01)
Exhibit (104)	Cover Page Interactive Data File (embedded with the Inline XBRL document)

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.

	CEDAR FAIR, L.P.
	By:	Cedar Fair Management, Inc., General Partner
Date: November 16, 2020	By:	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE https://ir.cedarfair.com Contact: Investor Relations Michael Russell, 419.627.2233

CEDAR FAIR APPOINTS LOUIS CARR TO BOARD OF DIRECTORS

• Mr. Carr fills term of John Scott, who stepped down from the Board on Sept. 24, 2020

SANDUSKY, OHIO (Nov. 17, 2020) — Cedar Fair (NYSE: FUN), a leader in regional amusement parks, water parks and immersive entertainment, today announced that Louis Carr has been appointed to the Board of Directors of its general partner, Cedar Fair Management, Inc., effective immediately. Mr. Carr will serve the remaining portion of John Scott’s board term, which expires in 2022. Mr. Scott, who was appointed to the Cedar Fair board in 2010, stepped down effective Sept. 24, 2020, to focus on personal business interests.

“I’m delighted to welcome Louis Carr to the Company’s board of directors,” said Dan Hanrahan, Cedar Fair’s chairman of the board. “Louis brings to Cedar Fair more than three decades of executive leadership and senior management experience in the entertainment, media and advertising industries, and is heralded by his professional peer group for his work around diversity, primarily with the African American community. Louis’s broad-based business perspective, including his knowledge and deep experience with consumer insights and brand building, will be a welcome addition to Cedar Fair’s board.”

Mr. Carr, (64), is president of Media Sales for BET Networks and is recognized as one of the most influential and prominent African Americans in the media and marketing industries. He has been responsible for more advertising dollars targeted towards the African American consumer markets than any other professional or company. Mr. Carr has served on the boards of the Ad Council; International Radio and Television Society (IRTS); Boys Hope Girls Hope (BHGH); and the American Advertising Federation (AAF). His current board posts include, The Video Advertising Bureau (VAB), formerly the CAB, The United States Track and Field Foundation (USATF) and Drake University, as well

Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 – 419.627.2233

Cedar Fair Appoints Louis Carr as Board Director

Nov. 17, 2020

Page 2

as his Board of Trustee seat at Chicago State University. In 2019, in recognition for his commitment to help others, Mr. Carr earned The International Radio and Television Society Mentorship Hall of Fame Award. He holds a B.A. in Journalism from Drake University and is the author of two books; Dirty Little Secrets and The Little Black Book: Daily Motivations for Business and Personal Growth. Mr. Carr has 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 personal and professional standpoints. He has also been listed on NAMIC’s Most Influential African Americans list in the cable industry several times.

About Cedar Fair

Cedar Fair Entertainment Company (NYSE: FUN), one of the largest regional amusement-resort operators in the world, is a publicly traded partnership headquartered in Sandusky, Ohio. Focused on its mission to make people happy by providing fun, immersive and memorable experiences, the Company owns and operates 13 properties, consisting of 11 amusement parks, four separately gated outdoor water parks, and resort accommodations totaling more than 2,300 rooms and more than 600 luxury RV sites. Cedar Fair’s parks are located in Ohio, California, North Carolina, South Carolina, Virginia, Pennsylvania, Minnesota, Missouri, Michigan, Texas and Toronto, Ontario. The Company also operates an additional theme park in California under a management contract.

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Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 – 419.627.2233

XML

Document and Entity Information	Nov. 16, 2020
Cover [Abstract]
Entity Registrant Name	CEDAR FAIR L P
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0000811532
Document Type	8-K
Document Period End Date	Nov. 16, 2020
Entity File Number	1-9444
Entity Tax Identification Number	34-1560655
Entity Address, Address Line One	One Cedar Point Drive
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870-5259
City Area Code	(419)
Local Phone Number	626-0830
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Depositary Units (Representing Limited Partner Interests)
Trading Symbol	FUN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false