Annual Reports

 
Quarterly Reports

 
8-K

 
Other

  • SC 13G (Mar 12, 2018)
  • Form 4 (Feb 28, 2018)
  • Form 5 (Feb 14, 2018)
  • Form 4 (Jan 18, 2018)
  • Form 4 (Jan 3, 2018)
  • Form 3 (Dec 21, 2017)
Cedar Fair, L.P. DEFA14A 2015

Documents found in this filing:

  1. Defa14A
  2. Graphic
  3. Graphic
DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨

Definitive Proxy Statement

x

Definitive Additional Materials
¨ Soliciting Material Pursuant to Rule 14a-12

CEDAR FAIR, L.P.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required:
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)

Title of each class of securities to which transaction applies:

 

     

(2)

Aggregate number of securities to which transaction applies:

 

     

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

(4)

Proposed maximum aggregate value of transaction:

 

     

(5)

Total fee paid:

 

     

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1)

Amount previously paid:

 

     

(2)

Form, Schedule or Registration Statement No.:

 

     

(3)

Filing Party:

 

     

(4)

Date Filed:

 

     

 

 

 


LETTER FROM THE BOARD OF DIRECTORS OF CEDAR FAIR, L.P.

 

LOGO

May 29, 2015

 

Dear Cedar Fair Unitholder:

In April you should have received our Proxy Statement and Notice of the Cedar Fair, L.P. 2015 Annual Meeting of Unitholders, scheduled for June 3, 2015. In the proxy statement, our Board of Directors recommends a vote “For” all proposals, including the advisory resolution approving executive compensation (Item 3).

While proxy advisory firm Glass, Lewis & Co has recommended in favor of all of our proposals, another proxy advisory firm, Institutional Shareholder Services Inc. (ISS), has recommended in favor of all of our proposals except Item 3. The purpose of this letter is to highlight why we believe a vote “For” Item 3 is appropriate and aligned with the interests of our unitholders.

Track Record and Importance of CEO Retention Grant

We have an active and ongoing dialogue with our unitholders. One of the primary unitholder focal points has been the retention and continuity of the management team that has driven a 271% total unitholder return during our Chief Executive Officer Matt Ouimet’s tenure. In response to this focus on retention, the Company made a supplemental award to Mr. Ouimet tied to relative total unitholder return to recognize the key role he has played in the Company’s record-setting growth and unitholder returns in recent years and to incentivize his continued stewardship and focus on the execution of the Company’s strategic plan beyond the current term of his employment agreement. The actual award size will be determined by the Company’s relative total unitholder return performance during the 2014-2016 period. Any award generated will be paid 50% in 2017 and 50% in 2018, assuming Mr. Ouimet continues to be employed by the Company. We believe the grant is consistent with our desire to attract and retain highly qualified individuals while aligning executive compensation with unitholders’ interests, emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership.

Company Fully Discloses Performance Metrics for Short- and Long-Term Incentive Compensation

We use Adjusted EBITDA as the key measure of performance because it tracks core operating performance closely, crosses park operating units, is easy to track and report to our unitholders on a regular basis, and because it is helpful in evaluating free cash flow available for distributions, which we believe is one of the key investment areas of focus for our unitholders.

ISS notes in its report a concern relative to the disclosure of EBITDA goals for annual performance equity as it relates to unitholders’ ability to assess their rigor. ISS fails to take into consideration that the Adjusted EBITDA goals for both short-term and long-term incentive compensation are fully disclosed in arrears consistent with the completion of the performance period and payment of the resulting compensation to the executives. The Company fully disclosed the Adjusted EBITDA targets related to the payment of the 2014 cash incentive award on page 24 of our proxy statement, and long-term equity incentive compensation for the performance period 2012 through 2014 is included on page 27. These disclosures provide the necessary information to enable unitholders to evaluate the rigor of the Company’s incentive compensation programs.


LETTER FROM THE BOARD OF DIRECTORS OF CEDAR FAIR, L.P.

 

ISS Bases Recommendation on Inappropriate Peer Group

Initially ISS inaccurately reported that the Company did not disclose a peer group. The Company’s peer group selection criteria and its peer group companies were fully disclosed on pages 17 and 18 of Company’s proxy materials. The original ISS report not only omitted the peer group information but also included an affirmative statement that the Company did not disclose any such information. The omission of the Company’s peer group information in ISS’s original report deprived unitholders of the ability to fully evaluate the appropriateness of the ISS recommendation.

The peer group that was selected by ISS is inappropriate and not reflective of our leisure, recreational and entertainment business. Most notably, it does not include SeaWorld Entertainment, one of our closest regional amusement park comparables. The ISS peer group also does not include any retailers or cinema companies, which highlights the lack of a full understanding of the nature of our business as it relates to discretionary consumer spending.

Further, the ISS peer group includes Scientific Gaming, a company in an unrelated business which supplies products and services to the lottery and gaming industry but lacks any direct consumer discretionary spending. The market capitalization of the ISS peer group does not provide an appropriate comparison to the Company’s market capitalization and thereby skews the resulting benchmarking data. Most importantly, we do not believe investors view the companies included in the ISS peer group as similar in size and industry sector to our leisure, recreation and entertainment business.

In contrast, the Company has developed a more appropriate peer group, in consultation with Hay Group, an independent global management consulting firm, for purposes of benchmarking executive compensation. Our peer group includes U.S. publicly traded companies with a significant focus on recreation and entertainment, with similar business models and annual revenues between  12 to 2  12 times our revenues and with a market capitalization comparable to ours. The Company believes that its identified peer group provides the best indicator of the executive compensation practices for businesses our size and in our industry.

A comparison of Mr. Ouimet’s compensation utilizing the ISS pay-for-performance methodology and the Company’s peer group results in a “LOW” level of concern on the ISS scale. We believe that these results demonstrate that ISS’s concern related to Mr. Ouimet’s compensation is a consequence of ISS’s inappropriate peer group selection and that Mr. Ouimet’s compensation is appropriate when compared to other companies in Cedar Fair’s industry.

Cedar Fair’s Executive Compensation Has Been and Continues To Be Aligned With Unitholders’ Interests

Cedar Fair has a proven track record of producing results that support a growing and sustainable distribution and the creation of substantial unitholder value. The Board and Compensation Committee have Cedar Fair unitholders’ interests as a priority when they evaluate appropriate compensation programs and grants reflective of the Company’s performance. For these reasons, we believe that Cedar Fair’s compensation programs have been and will continue to be aligned with performance as well as unitholder interests, and we strongly urge you to vote “For” the advisory resolution approving executive compensation (Item 3).

THE BOARD OF DIRECTORS RECOMMENDS THAT

UNITHOLDERS VOTE FOR THE ADVISORY RESOLUTION TO APPROVE

EXECUTIVE OFFICER COMPENSATION (ITEM 3)

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki