TABLE OF CONTENTS

20182019 PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary is part of the proxy statement but does not contain all of the information that you should consider. Please carefully read the entire proxy statement before voting.

CEDAR FAIR, L.P. | 2018 Proxy Statement /1

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 1

20172018 Financial and Operating Highlights

Last year was another outstanding year at Cedar Fair. WeIn 2018, we achieved our eighthninth consecutive year of record net revenues, up 3%2% from 20162017 to $1.32$1.35 billion in 2017.2018. We had increases inincreased all three core revenue metrics of attendance (up 2%1%) and,in-park per capita spending (up 1%). We had solid andout-of-park revenues (up 6%). We achieved Adjusted EBITDA⁽¹⁾of $144$468 million, andrepresenting a 2% decline from the Adjusted EBITDA achieved in the prior year. In addition, we increased our annualized cash distribution⁽¹⁾⁽²⁾ 4% to $3.56$3.70 per limited partner unit for 2018.2019. We also introduced a number of major attractions, including a new world-classthe introduction of four ground-breaking roller coaster at Kings Island, Mystic Timbers, an expanded and newly themed water parkcoasters at Cedar Point, and an expanded water park at Knott’s Berry Farm, weCalifornia’s Great America and Kings Dominion, and the expansion of family attractions at Carowinds. We also extended the operating seasonsseason at Carowinds, Worlds of Fun and Kings IslandDominion to include a new WinterFest holiday event, and we launchedenhanced Cedar Point’s resort accommodations by opening a new multi-year marketing campaignfive-story addition to position Cedar Point as a true regional resort destination, including the introduction of Cedar Point Sports Center.

(1) Calculated using the annualized distribution rate upon Board approval in October 2016 and October 2017.Hotel Breakers.

Board Overview and Governance Highlights⁽³⁾

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

The terms of three of the Directors expire at this annual meeting; seeProposal One. Election of Directors starting on page 8 andBoard Matters and Corporate Governance starting on page 1415 for more information. Information on ourDirectors’ compensation and unit ownership and onrelated person transactions is provided on pages 55-60.58-63.

2 / CEDAR FAIR, L.P. | 2018 Proxy Statement

2 / 2019 Proxy Statement | CEDAR FAIR, L.P.

Director Nominees

At this annual meeting, the Board is asking you to vote for each of the nominees listed below to serve as Directors of the general partner for three-year terms expiring at the annual meeting in 20212022 and until their respective successors are duly elected and qualified. Pursuant to our ongoing succession planning efforts, Eric L. Affeldt will not seekre-election to the Board at the annual meeting following nine years of service. We thank Mr. Affeldt for his exceptional service and dedication as a Director. Carlos A. Ruisanchez has been nominated by the Board as Mr. Affeldt’s successor. If elected, Mr. Ruisanchez will serve on the Audit Committee. The Board believes that the attributes, skills and qualifications that Mr. Hanrahan, Ms. ShanahanMessrs. Olivet, Ruisanchez and Ms. Smithart-OglesbyScott have developed through their extensive leadership experience across finance, hospitality, leisure, retail, travel,entertainment and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. The table below provides only select information about each nominee. Please see the section captionedProposal One. Election of Directors starting on page 8 for detailed information about the background and qualifications of each Director nominee.

Continuing Directors

The table below provides select information about each of our Directors whose terms will continue following the annual meeting and who are not up forre-election this year. Please see the detailed information about the background and qualifications of each of these continuing Directors on pages10-11.10-12.

CEDAR FAIR, L.P. | 2018 Proxy Statement /3

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 3

Executive Compensation Highlights

Pay for PerformanceA majority of our named executive officer compensation is contingent on corporate performance. In 2017:2018:

20172018 Compensation UpdatesWe did not make significant changes to our executive compensation program in 2017.2018.

Compensation Philosophy and Objectives

Compensation Elements and MixOur program focuses on total direct compensation opportunities - i.e., the combination of base salary, annual cash incentive awards and long-term incentive compensation. See theElements of 20172018 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, may varyyear-to-year, and is illustrated in theCompensation Mix sections.

Other Key Features

4 / CEDAR FAIR, L.P. | 2018 Proxy Statement

4 / 2019 Proxy Statement | CEDAR FAIR, L.P.

Advisory Vote on Our Named Executive Officer Compensation

The Board is asking for your advisory approval of the compensation of our named executive officers. We provide this opportunity annually, and we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers at our 20192020 annual meeting.

As noted above, we did not make significant modifications to our executive compensation program in 2017.2018. Our executive compensation decisions for 20172018 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals, and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. Each of our executive compensation decisions for 2017, including our decisions to increase base salaries for our executives, to enhance long-term and short-term performance-based incentive awards to certain of our named executive officers, and to continue to pay earned long-term incentive plan (“LTIP”) awards in units, were made to further demonstrate2018 demonstrates our commitment to these goals, as further explained in this proxy statement.

Please seeProposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 1314 and the detailed information regarding our named executive officer compensation in theCompensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement on pages17-54. 19-57.

CEDAR FAIR, L.P. | 2018 Proxy Statement /5

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 5

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 26, 2018.25, 2019.

Time and Place

The annual meeting will be held at The Westin Charlotte, 601 S. CollegeCincinnati, 21 E. 5th Street, Charlotte, North CarolinaCincinnati, Ohio on Thursday,Wednesday, June 7, 2018,5, 2019, 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

At the annual meeting, the limited partners will be asked to:

It is not anticipated that any other matters will be raised at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Unitholder Meeting

To Be Held on June 7, 20185, 2019

The proxy statement and our annual report on Form10-K are available free of charge at http://ir.cedarfair.com/financial-reports/Proxy-Information.ir.cedarfair.com.

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 III Directors of the Board’s nominees, Mr. Hanrahan, Ms. ShanahanOlivet, Mr. Ruisanchez and Ms. Smithart-Oglesby,Mr. Scott, in favor of each of Proposals 2 and 3, and in the discretion of the proxies upon such other business as may properly come before the meeting, in each case whether or not any other nominations are properly made at the meeting.

If you hold units indirectly in a brokerage account or through a bank or other nominee, you are considered to be the beneficial owner of units held in “street name” and these proxy materials are being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker how to vote. Under New York Stock Exchange rules, unless you furnish specific voting instructions, your broker is not permitted to vote your units on the election of a director, or on the advisory vote on executive compensation. Your broker is permitted to vote your units on the appointment of our independent registered public accounting firm, even if you do not furnish voting instructions. If your units are held in “street name”, your broker or other nominee may have procedures that will permit you to vote by telephone or electronically through the Internet.

6 / 2019 Proxy Statement | CEDAR FAIR, L.P.

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 attending the annual meeting and voting in person. If your units are voted through your broker or other nominee, you must follow directions received from your broker or other nominee to change your voting instructions.

If you have more questions about the proposals or if you would like additional copies of this document you should call or write:

Morrow Sodali, LLC

6 / CEDAR FAIR, L.P. | 2018 Proxy Statement

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 III expire at this annual meeting. Our current Class III Directors are Daniel J. Hanrahan, LauriEric L. Affeldt, D. Scott Olivet, and John M. ShanahanScott, III. Pursuant to our ongoing succession planning efforts, Mr. Affeldt will not seekre-election to the Board at the annual meeting following nine years of service. We thank Mr. Affeldt for his exceptional service and Debra Smithart-Oglesby.dedication as a Director.

At this meeting, Daniel J. Hanrahan, LauriD. Scott Olivet, Carlos A. Ruisanchez and John M. Shanahan and Debra Smithart-OglesbyScott, III are nominated by the Board for election as Class III Directors to serve for three-year terms expiring at the annual meeting in 20212022 and until their respective successors are duly elected and qualified. Mr. Ruisanchez was selected through a comprehensive, national search process conducted by a global, independent executive search firm, Spencer Stuart, under the direction of the Chair of our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors unanimously has approved, the nomination of Mr. Hanrahan, Ms. ShanahanMessrs. Olivet, Ruisanchez and Ms. Smithart-Oglesby,Scott to whom we refer in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Mr. Hanrahan, Ms. ShanahanMessrs. Olivet, Ruisanchez and Ms. Smithart-OglesbyScott have developed through their extensive leadership experience across finance, hospitality, leisure, retail, travel,entertainment and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Mr. Hanrahan, Ms. ShanahanMessrs. Olivet, Ruisanchez and Ms. Smithart-OglesbyScott 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 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.

8 / CEDAR FAIR, L.P. | 2018 Proxy Statement

8 / 2019 Proxy Statement | CEDAR FAIR, L.P.

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

Nominees recommended by the Board for election as Class III Directors to serve until 2021:2022:

CEDAR FAIR, L.P. | 2018 Proxy Statement /9

10 / CEDAR FAIR, L.P. | 2018 Proxy Statement

Class II Directors serving until 2021:

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 11

CEDAR FAIR, L.P. | 2018 Proxy Statement /11

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

PROPOSAL TWO. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for 20182019 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2017.2018. A representative of Deloitte will be made available at the annual meeting and will be given an opportunity to make a statement and to respond to appropriate questions.

If our unitholders do not confirm our appointment of Deloitte, the Audit Committee will reconsider whether to retain Deloitte, and may retain that firm or another firm withoutre-submitting the matter to our unitholders. In all cases, the Audit Committee retains its right to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our unitholders. The affirmative vote of a majority of the units represented in person or by proxy at the annual meeting is required for ratification.

The Board of Directors unanimously recommends a vote FOR Proposal Two to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018.

12 / CEDAR FAIR, L.P. | 2018 Proxy Statement

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

PROPOSAL THREE. ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

We are seeking an advisory vote of our unitholders on the compensation of our named executive officers, which we are providing as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. As recommended by our unitholders and approved by the Board, we provide this opportunity annually, and we anticipate holding the next unitholder advisory vote on the compensation of our named executive officers at our 20192020 annual meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in theCompensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement.

Cedar Fair has a long-standing tradition of delivering results for our unitholders, and we believe our compensation program is appropriately structured to support our continued growth and success and to incentivize our high-performing executive team. The compensation of our named executive officers for 20172018 reflected several years of strongsolid operating results, including the results we achieved in 20162017 and 2017,2018, and the strong performance of our executives. Performance highlights for 20172018 are provided in detail in theCompensation Discussion and Analysis section.

We did not make significant modifications to our executive compensation program in 2017.2018. Our executive compensation decisions for 20172018 continue to reflect our desire to recognize, incentivize and retain highly-qualified individuals and to align executive compensation with unitholders’ interests by emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. Each of our executive compensation decisions for 2017, including our decisions to increase base salaries for our executives, to enhance long-term and short-term performance-based incentive awards to certain of our named executive officers and to continue to pay earned long-term incentive plan (“LTIP”) awards in units, were made to further demonstrate2018 demonstrates our commitment to these goals, as further explained in this proxy statement.

We ask that you support the compensation of our named executive officers. Although this vote is advisory andnon-binding in nature, the Board and the Compensation Committee value the opinion of our unitholders and will consider the voting results when determining our compensation policies, philosophy and arrangements in the future.

The Board of Directors unanimously recommends a vote FOR Proposal Three to approve, on an advisory basis, the compensation of our named executive officers, as described in theCompensation Discussion and Analysis section, the compensation tables and the related narratives in this proxy statement.

CEDAR FAIR, L.P. | 2018 Proxy Statement /13

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

BOARD MATTERS AND CORPORATE GOVERNANCE

Board of Directors

The Board formally met eight times in 20172018 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 2017,2018, 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. EightAll of the nine current board members attended the 20172018 annual meeting.

Executive sessions of allnon-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held fivefour times during 2017.2018. These executive sessions are attended bynon-employee Directors only. The non-executive independent ChairmanLead Independent Director presided at each executive session in 2017, and the Lead Independent Director will preside at executive sessions in 2018.

Board Independence

In addition to the independence criteria contained in the NYSE listing standards, the Board has adopted additional standards to determine Director independence. These standards are located in the Partnership’s Corporate Governance Guidelines. The Board has affirmatively determined that current Board members and Board nominees Eric L. Affeldt, Gina D. France, Daniel J. Hanrahan, Tom Klein, D. Scott Olivet, Carlos A. Ruisanchez, John M. Scott, III, Lauri M. Shanahan and Debra Smithart-Oglesby, meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Mr. Ouimet isand Mr. Zimmerman are not independent because he is anthey are executive officerofficers of the Partnership. The Board also determined that former Director, Mr. Klein, who served as a director throughout 2018, met the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines.

Corporate Governance Documents

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

Corporate Governance Guidelines

The Corporate Governance Guidelines cover, among other things, the composition and functions of the Board, the qualifications and responsibilities of directors, director independence, the selection process for new directors, Board committees, compensation of the Board and the responsibilities of the Chairman of the Board and the Lead Independent Director.

Code of Business Conduct and Ethics

The Company has adopted and maintains a Code of Conduct and Ethics that covers all directors, officers and employees of the Company and its subsidiaries. The Code of Conduct and Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the Partnership’s best interest.

The Partnership intends to post amendments to or waivers from the Partnership’s Corporate Governance Guidelines and Code of Conduct and Ethics on the Partnership’s Investor Relations website at http://ir.cedarfair.com/.ir.cedarfair.com. No waivers have been made or granted prior to the date of this Proxy Statement.

Availability of Corporate Governance Documents

The Partnership’s Corporate Governance Guidelines, Code of Conduct and Ethics, and charters of the committees of the Board are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/.ir.cedarfair.com. A printed copy of each of these documents is available, without charge, by sending a written request to: Cedar Fair L.P., One Cedar Point Drive, Sandusky, Ohio 44870-5259, Attention: Investor Relations, or by sending an email to investing@cedarfair.com.

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

Communication with the Board

Members of management and the Board practice and encourage ongoing engagement with our unitholders by meeting in person and over the telephone with our unitholders to discuss a broad range of topics, including governance and our compensation programs, and incorporating unitholder feedback throughout the year. As part of our unitholder engagement, during 2018, our management team solicited feedback from our top unitholders regarding corporate governance and executive compensation matters. Additionally, during 2018, management engaged with our unitholders through quarterly earnings calls and other channels of communication.

The Board also provides a formal process for unitholders and interested parties to send communications directly to the Board, including thenon-employee independent Directors as a group or the presiding Director of such group. Shareholders and other interested parties may send mail communication addressed as follows:

Duffield Milkie, Corporate Secretary

One Cedar Point Drive

Sandusky, Ohio 44870-5259

The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who will review the correspondence and take action accordingly. We also have a toll-freehot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of thenon-employee Directors. The telephone number of thehot-line is800-650-0716. The Audit Committee of the Board of Directors is charged with reviewing information received and taking appropriate action as necessary.

14 / CEDAR FAIR, L.P. | 2018 Proxy Statement

Committee’s risk oversight and other activities via regular reports of the Committee ChairpersonChair to the full Board. We transitioned the Compensation Committee chairmanship from Mr. Tom Klein, who resigned from the Board of Directors in April 2019, to Mr. Hanrahan, and transitioned the Nominating and Corporate Governance Committee chairmanship from Mr. Scott to Ms. Shanahan as part of a periodic committee membership rotation in 2018.

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’s charter, the Corporate Governance Guidelines and the Code of Conduct and Ethics are available on the Partnership’s Investor Relations website at http://ir.cedarfair.com/ir.cedarfair.com and available in print to any unitholder upon request. Each Committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board, its Committees, the Executive Chairman and its Committees.the Lead Independent Director.

The members of the Board and the Committees of the Board on which they serve as of the date of this proxy statement are identified below.

The Audit Committee is responsible for appointing and meeting with the Partnership’s independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions.

CEDAR FAIR, L.P. | 2018 Proxy Statement /15

recommendations regarding their direct reports. SeeCompensation Discussion and Analysis - Determining Executive Compensation - Roles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer for additional detail.

The Nominating and Corporate Governance Committee is responsible for recommendingidentifying key criteria for service as a director, reviewing board succession, and identifying qualified Director nominees to enhance the Board and for playingto play a leadership role in shaping the governance of CFMI. The Committee considers diversity of experience and background when selecting candidates. The Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; possess the highest integrity;integrity, as well as extensive knowledge, experience and judgment; maintain loyalty to the interests of the Partnership and its unitholders; and a willingness to devote the extensive time necessary to fulfill a Director’s duties. Although CFMI does not have a formal policy on diversity in the selection of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, career and professional experience, independence, skills and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’s industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills and experiences, both personal and professional. The Committee conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. In 2017,2018, the Nominating Committee formally met threefour times.

The Nominating and Corporate Governance Committee will consider qualified nominees recommended by unitholders for membership on the Board. If a unitholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. In addition, limited partners may nominate one or more persons for election or reelection to the Board at an annual meeting in accordance and compliance with the notice, procedural, informational and other requirements of our Partnership Agreement. SeeUnitholder Proposals and Nominations for the 20192020 Annual Meeting for additional information.

Compensation Committee Interlocks and Insider Participation

None of our Directors who served on the Compensation Committee during 20172018 were current or former officers or employees of the Partnership or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Partnership’s executive officers or Directors and the board or compensation committee of another entity.

Unit Ownership Guidelines

The Board maintains unit ownership guidelines for our chief executive officer and his direct reports. The chief executive officer is required to hold units having a value of at least four times his base salary, and his direct reports are required to hold units with a value of at least two times their base salaries. The chief executive officer’s direct reports currently include the chief operating officer, the executive vice president and chief financial officer, the executive vice president and chief marketing officer, the executive vice president and general counsel, and the senior vice president of human resources. Executives have five years from becoming an executive officer to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of April 2018,2019, the chief executive officer and his direct reports were all in compliance with the guidelines, other than the chief operating officer and the senior vice president of human resources, who have five years from becoming an executive officer (December 2017 and December 2016, respectively) to gain compliance with the guidelines. Units held directly or beneficially owned, units held in benefit plans (e.g., in 401(k) accounts), performance units (as if earned at 100% of target), vested and unvested restricted units and phantom units will be counted for purposes of determining compliance with the unit ownership guidelines.

The Board also maintains unit ownership guidelines for the Directors. The guidelines require Directors (excluding the Executive Chairman)Chairman and the Chief Executive Officer) to accumulate units equal to at least four times the annual cash retainer within four years of becoming a Director. The Executive Chairman isand the Chief Executive Officer are required to maintain ownership consistent with the executive requirements. As of April 2018,2019, all directors were in compliance with the guidelines.

16 / CEDAR FAIR, L.P. | 2018 Proxy Statement

18 / 2019 Proxy Statement | CEDAR FAIR, L.P.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation philosophy and objectives, our methods for determining the elements and mix of executive compensation, and the reasons that we have elected to pay these particular elements of compensation. The following summary highlights our 20172018 business results and the impact of those results on our compensation decisions. This information should be read in conjunction with the compensation tables, related narratives, and notes contained later in this proxy statement.

Following the summary is a detailed discussion of our philosophy and practices regarding the compensation awarded to, earned by, and paid to the following individuals, who were our named executive officers for 2017:2018:

Summary

We believe that our compensation should be closely tied to Company and individual performance. To that end, in 2017:2018:

Compensation Philosophy and Objectives

Our compensation program is designed to incentivize our key employees to drive superior results, to give key employees a proprietary and vested interest in our growth and performance, and to enhance our ability to attract and retain exceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend. Our executive compensation structure rewards both successful individual performance and the consolidated operating results of the Company.Company by directly tying compensation to Company performance. Our executive compensation program is in large part designed around the achievement of metrics based on Adjusted EBITDA as the key performance objective.

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, othernon-cash items, and adjustments as defined in our current credit agreement. We use Adjusted EBITDA as the basis for our key performance measures because it tracks core operating performance closely, it crosses park operating units, and it is easy to track. Further, Adjusted EBITDA is widely used by analysts, investors and comparable companies to evaluate operating performance in our industry.

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 19

Our unitholder approved incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results and to deliver long-term value for all unitholders. Our compensation structure provides us with the flexibility to evolve our compensation philosophy and program from year to year, as the market, our business or the industry requires.

CEDAR FAIR, L.P. | 2018 Proxy Statement /17

In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related tolls and parking revenues(in-park revenues), divided by total attendance.

Out-of-park revenues are defined as revenues from resort, marina, sponsorship, online transaction fees charged to customers and all otherout-of-park operations.

Net revenues consist ofin-park revenuesandout-of-parkrevenues less amounts remitted to outside parties under concessionaire arrangements. See Note 2 to our Consolidated Financial Statements in the Company’s Form10-K for fiscal 2018 for additional information and a reconciliation.

² See Note 5 in Item 6, “Selected Financial Data,” on page 15 of the Company’s Form10-K for fiscal 2017 for additional information regarding Adjusted EBITDA including how we define and use Adjusted EBITDA, as well as a reconciliation from net income.(2)

		CEDAR FAIR, L.P. | 2019 Proxy Statement / 21

Annualized Cash Distribution (3)

CEDAR FAIR, L.P. | 2018 Proxy Statement /19