UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2020
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-9444 | 34-1560655 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Cedar Point Drive, Sandusky, Ohio | 44870-5259 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (419) 626-0830
N.A.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Depositary Units (Representing Limited Partner Interests) | FUN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 24, 2020, the Compensation Committee of the Board of Directors of Cedar Fair Management, Inc., the general partner of Cedar Fair, L.P. (“Cedar Fair” or the “Partnership”), approved incentive-based unit awards (the “Unit Awards”) under the 2016 Omnibus Incentive Plan to the Partnership’s executive officers, including the named executive officers, and cash incentive awards to other members of management (such cash incentive awards and Unit Awards, collectively the “Awards”). The Awards were made to directly align compensation opportunities with the interest of our unitholders and to retain and motivate participants to achieve new strategic goals designed to optimize performance in light of the unprecedented effects of the ongoing COVID-19 pandemic.
The number of units that may be earned under the Unit Awards will be determined by the Compensation Committee and will depend on the level of attainment of various performance objectives over a six-month period starting on the grant date (the “Measurement Period”). Units earned under the Unit Awards will be payable within thirty (30) days following the one-year anniversary of the end of the Measurement Period, and the Unit Awards require continuous employment through the payment date, except in the cases of death, disability or a change in control.
Units earned under the Unit Awards can range from 0%-125% of the target number of potential units and will depend on the level of achievement with respect to five categories of performance goals, each weighted equally at 20%. The goals include (1) managing liquidity levels while balancing appropriate investment in key initiatives; (2) protecting the health and safety of Cedar Fair’s associates and guests in light of COVID-19; (3) developing and obtaining board approval for the 2021 operating plan in light of COVID-19; (4) driving demand through business model innovations; and (5) building a strong foundation for business sustainability and governance by maintaining trust and confidence among key internal and external stakeholders. The level to which performance meets or exceeds expectations will be assessed against a four-point scale with amounts interpolated between levels, and achievement for each goal can range from 0% to 150%. A minimum liquidity target must be achieved to earn any Awards.
The target numbers of units for the named executive officers’ Unit Awards are as follows: Mr. Zimmerman (22,833 target units), Mr. Witherow (11,433 target units), Mr. Fisher (12,894 target units), Mr. Milkie (9,885 target units) and Ms. Semmelroth (8,639 target units). The form of Unit Award agreement is filed as an exhibit to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to such exhibit.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit (10.1) | 2016 Omnibus Incentive Plan Form of Other Unit Incentive Award Agreement | |
| Exhibit (104) | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEDAR FAIR, L.P. | ||||||
| By: Cedar Fair Management, Inc., General Partner | ||||||
| Date: August 27, 2020 | By: |
/s/ Brian C. Witherow |
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| Brian C. Witherow | ||||||
| Executive Vice President and | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN
OTHER UNIT INCENTIVE AWARD AGREEMENT
This Other Unit Award Agreement (“Agreement”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “Plan”), including (without limitation) Article XI, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings used in the Plan, unless indicated otherwise.
1. Other Unit Award in General. Under this Other Unit Award (the “Award”), Participant shall be eligible to receive up to % of the target number of potential Units specified above, as determined and adjusted pursuant to the performance objectives as specified on Exhibit A (the “Performance Objectives”) provided that (i) the Minimum Eligibility Threshold above is attained, (ii) the number of Units to be paid will depend on the level of attainment of the performance objectives set forth in the Performance Objectives during the measurement period specified above (the “Measurement Period”) as determined by the Committee following the end of the Measurement Period, and (iii) Participant must remain in the continuous employment with the Company or an Affiliate through the Payment Date as defined in and subject to Section 2 of this Agreement. No Distribution Equivalents shall accrue or be earned on the potential Units under this Award prior to the Payment Date.
2. Payment Date. If the Minimum Eligibility Threshold is attained and the Performance Objectives set forth on Exhibit A are achieved during the Measurement Period, any Units that become payable under Section 1 shall be paid in a lump sum in Units within thirty (30) days following (the actual date of payment is referred to herein as the “Payment Date”); provided that the Participant must be continuously employed by the Company or an Affiliate throughout the Measurement Period and from the last day of the Measurement Period through the Payment Date or will forfeit his or her entire Award, except as described in the following paragraph, or as provided in Section 13.1 of the Plan or the change in control provisions of a separate employment agreement with the Participant; and provided, further, that Section 6.1(f) of Participant’s employment agreement shall not be applicable to this Award.
If the Performance Objectives set forth on Exhibit A are achieved and the Participant dies or incurs a Separation from Service due to Disability prior to the Payment Date specified in the preceding paragraph, the Participant (or the Participant’s estate) shall receive payments on the Payment Date as provided in the preceding paragraph as if the Participant were employed by the Company or an Affiliate on the relevant Payment Date; provided, however, that any such payments will be prorated as of the date of death or Separation of Service due to Disability if the death or Separation of Service due to Disability occurs during the Measurement Period.
Except as permitted by Section 409A (including Section 13.1(d) of the Plan), no payment shall be accelerated. If the Award becomes payable under Section 13.1(d) of the Plan or the change in control provisions of a separate employment agreement with the Participant, payment will be at the target number of potential Units. If the Award becomes payable under the change in control provisions of a separate employment agreement with the Participant, payment will be made in a lump sum within thirty (30) days following such change in control; provided, that if the thirty- (30-) day period begins in one calendar year and ends in another, the Participant shall not have a right to designate the taxable year of payment.
3. Tax Matters and Withholding. To the extent permitted by applicable securities laws, the Company, the Participant’s employer or their agent(s) shall withhold all required local, state, federal, and other taxes and any other amount required to be withheld by any governmental authority or law from the Units issued pursuant to the Award, and Units issued hereunder shall be retained by, surrendered back to or reacquired by the Company or an Affiliate as necessary in order to accomplish the foregoing, with the number of Units to be delivered on the Payment Date being reduced accordingly. The number of Units to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participant’s employer, the Participant may arrange to pay all applicable withholdings in cash on the due date of such withholdings. To the extent applicable law does not permit the withholding of Units, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings.
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IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Agreement to be executed by its duly authorized officer as approved by the Committee and the Participant has executed this Agreement as of the day and year below written.
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A copy of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan Information Statement is available for review on the Cedar
Fair Intranet link at http://cfnet/ under “Document Share”, and a copy of the most current Form 10-K is available for review at https://ir.cedarfair.com/overview
/default.aspx.