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 ☐

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

Due to public health concerns regarding the coronavirus outbreak(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 visitingwww.virtualshareholdermeeting.com/FUN2020FUN2021 and entering the16-digit control number included on your proxy card. Further details regarding the virtual meeting format can be found in theVirtual Meeting Considerationssection.

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

Each holder of record of limited 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, 20202021

20202021 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.

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20192020 Financial and Operating HighlightsSummary

On July 1,Cedar Fair had strong momentum coming into 2020. We achieved record 2019 we completed the acquisition of two iconic water parksresults in net revenues, Adjusted EBITDA, attendance, in-park per capita spending and one resort in Texas,out-of-park revenues. We acquired Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston. The acquisition advances our strategy to increase our presence in growing and attractive markets, further diversifying our portfolio ofGalveston, two iconic water parks and leveraging our management expertise. The 2019 financial results include results from the operations of the Schlitterbahn parks from the acquisition date, including $42.5 million of net revenues and 705,000 guest visits.

one resort in Texas. We also introduced major attractions in 2019, including two thrill-packed roller coasters in unique themed areas at Canada’s Wonderland and Carowinds, a new, immersive experience attraction at Cedar Point, our flagship park, and a 145,000 sq. ft. indoor sports and competition facility also at Cedar Point. In addition, we introduced new immersive events, including extending the operating season at Canada’s Wonderland for a new WinterFest holiday event, bringing the total to seven of our amusement parks with winter holiday events. We also introduced Grand Carnivale,celebration at aone-of-a-kind immersive evening spectacular featuring a high-spirited parade and night street party, at four of our parks, and Monster Jam^® Thunder Alley^™, a new interactivein-park experience in partnership with Feld Entertainment, at three of our parks. Lastly, we added to our resort offerings in 2019. We introduced sixth park, Canada’s Wonderland, opened the first Carowinds hotel, a franchise of SpringHill Suites by Marriott, strengthening our appeal for amulti-day guest experience. We also completed the acquisition ofand acquired Sawmill Creek Resort near Cedar Point. We also 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 introduction 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 July 2019 growingcontinued through early 2020.

The novel coronavirus (COVID-19) pandemic abruptly disrupted our portfolio2020 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 resortour 13 properties atin 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 flagship park.properties and 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 issuance of $1.3 billion senior notes and amendments to our credit facility to suspend and revise certain financial covenants, and to increase capacity and extend maturity 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.

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 Operation on pages 22-23 of the Company’s Form 10-K for fiscal 2020 for additional information regarding attendance, in-park per capita spending, out-of-park revenues and Adjusted EBITDA, including how we define these 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 2020 for a reconciliation of in-park and out-of-park revenues.

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Board Overview and Governance HighlightsComposition

INDEPENDENCE		DIVERSITY

AGE DISTRIBUTION		DIRECTOR TENURE

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Director Nominees

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 20232024 and until their respective successors are duly elected and qualified. The Board believes that the attributes, skills and qualifications that Ms. FranceMr. Hanrahan and Messrs. OuimetMses. Shanahan and ZimmermanSmithart-Ogelsby have developed through their extensive leadership experience across finance, hospitality, leisure, entertainmentconsumer 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 captionedProposal One. Election of Directors starting on page 89 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 pages 10-13.

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.

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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 20212022 annual meeting. Please seeProposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 15 and the detailed information regarding our named executive officer compensation in theCompensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement on pages 21-59.21-62.

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

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 theElements of 2019 Executive Compensationsection of our Compensation Discussion and Analysis for a detailed discussion of these and the other elements of our compensation program. We seek to balance our executives’ compensation among the different elements and look to the relationship of cash and equity incentives to each executive’s salary in setting pay. The mix and relative levels of the compensation elements is position dependent and may varyyear-to-year,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 is illustrated inadditional incentive-based unit awards that we made, significantly altered the final mix of compensation opportunities for 2020. See the Compensation Mix - 2020 sections.section.

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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, 2020.2021.

Virtual Meeting Considerations

Due to public health concerns regarding the coronavirus outbreak (COVID-19), pandemic, the annual meeting will take place virtually via live webcast atwww.virtualshareholdermeeting.com/FUN2020FUN2021 on Wednesday, May 13, 202019, 2021 at 2:00 p.m. (EDT). You will not be able to attend the annual meeting physically. We intend to resume holding our annual meeting at a physical location for our 2021 annual meeting.

Attending the Annual Meeting

To listen and participate, visitwww.virtualshareholdermeeting.com/FUN2020FUN2021 and enter the16-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 atwww.virtualshareholdermeeting.com/FUN2020FUN2021, 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 your16-digit control number when you log into the webcast atwww.virtualshareholdermeeting.com/FUN2020FUN2021.

Technical Difficulties

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

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 13, 202019, 2021

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

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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 IIIII Directors of the Board’s nominees, Mr. Hanrahan, Ms. France, Mr. OuimetShanahan and Mr. Zimmerman,Ms. Smithart-Oglesby, 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.

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 should 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@morrowsodali.comFUN.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 25, 202026, 2021 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 virtually 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 virtually or by proxy, will be elected. The affirmative vote of a majority of the units represented at the annual meeting, either virtually or by proxy, is required to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.

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Abstentions will be counted for purposes of establishing a quorum at the annual meeting, will be counted as votes cast and will have the effect of a vote against a proposal. Brokernon-votes will be counted for purposes of establishing a quorum but will not be counted as votes cast.

As of March 25, 2020,26, 2021, there were 56,703,35556,828,237 units outstanding and entitled to vote at the annual meeting, held by approximately 5,0004,900 holders of record. As of March 25, 2020,26, 2021, the Directors and executive officers of the general partner and their affiliates beneficially owned 1,303,0961,175,640 units (which includes 370,362155,946 vested options and deferred equity compensation), or approximately 2.3%2.1% of the total units outstanding on that date. SeeSecurity 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 IIIII expire at this annual meeting. Our current Class IIIII Directors are Gina D. France, Matthew A. Ouimet,Daniel J. Hanrahan, Lauri M. Shanahan, and Richard A. Zimmerman.Debra Smithart-Oglesby.

At this meeting, Gina D. France, Matthew A. OuimetDaniel J. Hanrahan, Lauri M. Shanahan, and Richard A. ZimmermanDebra Smithart-Oglesby are nominated by the Board for election as Class IIIII Directors to serve for three-year terms expiring at the annual meeting in 20232024 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 Ms. FranceMr. Hanrahan and Messrs. OuimetMses. Shanahan and ZimmermanSmithart-Oglesby to whom we refer in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Ms. FranceMr. Hanrahan and Messrs. OuimetMses. Shanahan and ZimmermanSmithart-Oglesby have developed through their extensive leadership experience across finance, hospitality, leisure, entertainmentconsumer goods and consumer-facing industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Ms. FranceMr. Hanrahan and Mses. Shanahan and Smithart-Oglesby will qualify as an “independent” directordirectors 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 virtually or by proxy, and entitled to vote will be elected. Set forth below is biographical and other information about the Board’s nominees and the continuing Directors, including information concerning the particular experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to determine that each should serve as a Director.

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

Nominees recommended by the Board for election as Class IIIII Directors to serve until 2023:

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Class III Directors serving until 2023:

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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 20202021 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2019.2020. A representative of Deloitte will be made available at the annual meeting and will be given an opportunity to make a statement and to respond to appropriate questions.

If our unitholders do not confirm our appointment of Deloitte, the Audit Committee will reconsider whether to retain Deloitte, and may retain that firm or another firm withoutre-submitting the matter to our unitholders. In all cases, the Audit Committee retains its right to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our unitholders. The affirmative vote of a majority of the units present, either virtually or represented 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 20212022 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 2019 reflected several years2020 was significantly altered in response to the COVID-19 pandemic and 2020 operational restrictions. A summary of solid operating results, including the results we achievedimpact of the COVID-19 pandemic on our business and actions taken in 2017, 2018 and 2019, and the strong performance of our executives. Performance highlights for 2019 areresponse is provided in detail in theCompensation Discussion and Analysis section.

The COVID-19 pandemic and 2020 operational restrictions nullified the retentive and incentive value of our traditional Adjusted EBITDA-based awards. As a result, the Compensation Committee re-examined its compensation strategy. We did not make significantmade changes to our executive compensation program for 2019. We refined the payout scale and leverage curves of the Company performance-basedto provide incentives with goals directly tied to post-COVID-19 strategic objectives, while continuing to maintain a significant portion of our cash incentive awardscompensation through performance-based components. Our priorities have been and continue to be focused on executive and unitholder alignment and retaining key talent in the short- and the long-term performance-based awards. The modification provides less downside protection if performance is below targetlong-term. In addition, during the COVID-19 pandemic, we have emphasized protecting the health and greater payout incentivessafety of our guests and associates, enhancing liquidity, and using metrics that account for performance significantly above target. We also made refinements to the individual payout scale and evaluation system for our cash incentive awards to enhance how we assess performance of individual goals.COVID-19 disruptions. Our executive compensation decisions for 2019 continue to reflect our desire to recognize, incentivize and retain highly-qualified individualscritical 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. Each of ourOur executive compensation decisions for 2019 demonstratesdemonstrate 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.

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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 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 followfollowed our successful and extended succession plan that was developed and implemented by the Board over the past several years. We believe this structure is optimal for our current circumstances and that it provides continuity of leadership and oversight of management by the Board. The Board continues to review and evaluate this structure and the appointment of the Chairman on a periodic basis.

As our Chairman of the Board, Mr. Hanrahan’s duties include:

Risk Oversight

The Board plays a direct role in monitoring and mitigating risks to the Partnership broadly and also administers its risk oversight role through its committee structure and the committees’ reports to the Board. The Board regularly reviews information regarding credit, liquidity and operational risk, and management identifies and prioritizes other material risks. The Board of Directors is kept abreast of each of the Committees’ risk oversight and other activities via regular reports of the Committee Chairs to the full Board. SeeBoard Committees below for Committee descriptions and risk oversight activities.

The Board formally met eleven19 times in 20192020 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 2019,2020, 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 20192020 annual meeting.

Executive sessions of allnon-employee independent Directors are scheduled in conjunction with each regularly scheduled board meeting and were held five13 times during 2019. These2020. At least one of these executive sessions arewas attended by Independent Directors only. The Lead Independent DirectorChairman of the Board presided at each executive session in 2019.2020.

Board Committees

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

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Audit Committee

One Cedar Point Drive

Sandusky, Ohio 44870-5259

April 7, 2021

Compensation Committee2021 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.

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2020 Financial 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 resort in Texas. We introduced 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 also 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 introduction 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 disrupted 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 and 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 issuance of $1.3 billion senior notes and amendments to our credit facility to suspend and revise certain financial covenants, and to increase capacity and extend maturity 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.

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 Operation on pages 22-23 of the Company’s Form 10-K for fiscal 2020 for additional information regarding attendance, in-park per capita spending, out-of-park revenues and Adjusted EBITDA, including how we define these 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 2020 for a reconciliation of in-park and out-of-park revenues.

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Board Composition

INDEPENDENCE		DIVERSITY

AGE DISTRIBUTION		DIRECTOR TENURE

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Director Nominees

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 2024 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.

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.

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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 2022 annual meeting. Please see Proposal Three. Advisory Vote on Our Named Executive Officer Compensation on page 15 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.

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 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.

Virtual Meeting Considerations

Due to public health concerns regarding the coronavirus (COVID-19) pandemic, the annual meeting will take place virtually via live webcast at www.virtualshareholdermeeting.com/FUN2021 on Wednesday, May 19, 2021 at 2:00 p.m. (EDT). You will not 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.

Matters to be Considered

Compensation Committee InterlocksThe 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, 2021

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

NoneVoting Process

You may vote electronically at the annual meeting or through a proxy. However, even if you plan to attend the annual meeting, 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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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 II Directors of the Board’s nominees, Mr. Hanrahan, Ms. Shanahan and Ms. Smithart-Oglesby, 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.

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 should 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, 2021 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 virtually 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 who servedby the units represented at the annual meeting, either virtually or by proxy, will be elected. The affirmative vote of a majority of the units represented at the annual meeting, either virtually 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. 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 virtually or by proxy. This say-on-pay vote on Proposal 3 is advisory, and therefore not binding on the Company, the Compensation Committee during 2019 were current or former officers or employees of the Partnership or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships betweenBoard. However, the Partnership’sCompensation Committee will consider the voting results when making future decisions regarding executive officers or Directors and the board or compensation committee of another entity.as it deems appropriate.

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NominatingAbstentions will be counted for purposes of establishing a quorum at the annual meeting, will be counted as votes cast and Corporate Governance Committee

Director Nominations Process

The Nominating and Corporate Committee considers diversity of experience and background when selecting candidates. The Committee believes candidates for the Board shouldwill have the abilityeffect 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 26, 2021, there were 56,828,237 units outstanding and entitled to exercise objectivityvote at the annual meeting, held by approximately 4,900 holders of record. As of March 26, 2021, the Directors and independence in making informed business decisions; possess the highest integrity, as well as extensive knowledge, experience and judgment; maintain loyalty to the interestsexecutive officers of the Partnershipgeneral partner and its unitholders;their affiliates beneficially owned 1,175,640 units (which includes 155,946 vested options and devotedeferred equity compensation), or approximately 2.1% of the extensive time necessary to fulfill a Director’s duties. Although CFMI does not have a formal policytotal units outstanding on diversity in the selectionthat date. See Security Ownership of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, careerCertain Beneficial Owners and professional experience, independence, skills and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’s industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills and experiences, both personal and professional.

The Nominating and Corporate Governance Committee will consider qualified nominees recommended by unitholders for membership on the Board. If a unitholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of Duffield Milkie, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. In addition, limited partners may nominate one or more persons for election or reelection to the Board at an annual meeting in accordance and compliance with the notice, procedural, informational and other requirements of our Partnership Agreement. SeeUnitholder Proposals and Nominations for the 2021 Annual MeetingManagement for additional information..

Board Independence

In addition to the independence criteria contained in the NYSE listing standards, the Board has adopted additional standards to determine Director independence. These standards are located in our Corporate Governance Guidelines. The Board has affirmatively determined that current Board members Gina D. France, Daniel J. Hanrahan, D. Scott Olivet, Carlos A. Ruisanchez, John M. Scott, III, Lauri M. Shanahan and Debra Smithart-Oglesby, meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Matthew A. Ouimet and Richard A. Zimmerman are not independent. Mr. Ouimet is a former executive officer of the Partnership, and Mr.  Zimmerman is a current executive officer of the Partnership.

Unitholder Engagement and Communication with the Board

Members of management and the Board practice and encourage ongoing engagement with our unitholders by meeting in person and over the telephone with our unitholders to discuss a broad range of topics, including governance and our compensation programs, and incorporating unitholder feedback throughout the year. As part of our unitholder engagement, during 2019, our management team solicited feedback from our top unitholders regarding corporate governance and executive compensation matters. Additionally, during 2019, management engaged with our unitholders through quarterly earnings calls and other channels of communication.

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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 II expire at this annual meeting. Our current Class II Directors are Daniel J. Hanrahan, Lauri M. Shanahan, and Debra Smithart-Oglesby.

At this meeting, Daniel J. Hanrahan, Lauri M. Shanahan, and Debra Smithart-Oglesby are nominated by the Board for election as Class II Directors to serve for three-year terms expiring at the annual meeting in 2024 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. Hanrahan and Mses. Shanahan and Smithart-Oglesby 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 and Mses. Shanahan and Smithart-Oglesby 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. Mr. Hanrahan and Mses. Shanahan and Smithart-Oglesby 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 virtually or by proxy, and entitled to vote will be elected. Set forth below is biographical and other information about the Board’s nominees and the continuing Directors, including information concerning the particular experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to determine that each should serve as a Director.

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

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

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Class I Directors serving until 2022:

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Class III Directors serving until 2023:

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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 2021 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2020. 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 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 2022 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 response to the COVID-19 pandemic and 2020 operational restrictions. 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.

The COVID-19 pandemic and 2020 operational restrictions nullified the retentive and incentive value of our traditional Adjusted EBITDA-based awards. As a result, the Compensation Committee re-examined its compensation strategy. We made changes to our program to provide incentives with goals directly tied to post-COVID-19 strategic objectives, while continuing to maintain a significant portion of compensation through performance-based components. Our priorities have been and continue to be focused on executive and unitholder alignment and retaining key talent in the short- 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 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 formalperiodic 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 19 times in 2020 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, 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 includingin November 2020, attended the 2020 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. 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.

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 a group orthat term is defined in the presiding DirectorNYSE listing standards and CFMI’s Corporate Governance Guidelines, and each member of such group. Shareholdersthe 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 other interested parties may send mail communication addressed as follows:the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board, its Committees and the Chairman of the Board. Furthermore, we periodically rotate committee membership and chairmanship. In 2020, we transitioned the Compensation Committee chairmanship from Mr. Hanrahan to Ms. Shanahan and transitioned the Nominating and Corporate Governance Committee chairmanship from Ms. Shanahan to Ms. Smithart-Oglesby.

Duffield Milkie, Corporate Secretary

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Audit Committee

One Cedar Point Drive

Sandusky, Ohio 44870-5259

April 7, 2021