UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 7, 2021, Duffield E. Milkie agreed to resign as Executive Vice President, General Counsel and Corporate Secretary of Cedar Fair Management, Inc. (“Cedar Fair”) effective immediately. Mr. Milkie will remain an employee of Cedar Fair until September 30, 2021, serving in a non-executive role. After September 30, 2021, Mr. Milkie will serve as a non-employee advisor to Cedar Fair through February 24, 2022.
In connection with the foregoing, Mr. Milkie entered into a Transition and Release Agreement with Cedar Fair dated June 8, 2021 (the “Transition Agreement”). Under the Transition Agreement (i) the units under Mr. Milkie’s 2020 Back-Half Incentive Unit Award will fully vest on February 24, 2022 if he provides the services required under the Transition Agreement and complies with the restrictive covenants in his employment agreement, and (ii) Mr. Milkie will receive the severance and benefits set forth in Sections 6.1(b), (d), (e), and (f) of his employment agreement, subject to conditions in the Transition Agreement.
The Transition 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.
As a result of the foregoing, Cedar Fair has appointed Brian C. Witherow, our Executive Vice President and Chief Financial Officer, as agent for service of process in respect of its registration statement on Form S-4 (File No. 333-256555), filed with the Securities and Exchange Commission on May 27. 2021.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit (10.1) |
Transition and Release Agreement, dated June 8, 2021, by and between Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Duffield E. Milkie | |
| 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: June 9, 2021 | By: | /s/ Brian C. Witherow | ||||
| Brian C. Witherow | ||||||
| Executive Vice President and Chief Financial Officer | ||||||