The Interpreter Posted January 24, 2011 Share Posted January 24, 2011 MR. KINZEL NO LONGER CHAIRMAN: http://www.sec.gov/A...1012981/d8k.htm On January 24, 2011, Dick Kinzel voluntarily relinquished his position as the Chairman of the Board of Directors of Cedar Fair Management, Inc., the general partner (the "General Partner") of Cedar Fair, L.P. ("Cedar Fair"), effective immediately, but will continue as a Director, President and Chief Executive Officer of the General Partner. The Board of Directors appointed C. Thomas Harvie to serve as the new non-executive chairman of the Board of Directors. Mr. Harvie will continue to serve as an independent director, as he has since 2008, and will not be employed by the General Partner. On January 24, 2011, in connection with Mr. Kinzel's voluntary relinquishment of his position as the Chairman of the Board of Directors, Cedar Fair and Mr. Kinzel amended Mr. Kinzel's employment agreement to reflect his consent to relinquish his position as Chairman of the Board. Mr. Kinzel will receive the same compensation he would have received had he not resigned as Chairman of the Board of Directors. Cedar Fair issued a press release announcing Mr. Kinzel's voluntary relinquishment of his position as Chairman of the Board of Directors and the appointment of C. Thomas Harvie as the new non-executive independent Chairman of the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.... Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 24, 2011 Author Share Posted January 24, 2011 The press release: Cedar Fair BOARD SPLITS CHAIRMAN AND CEO ROLES IN RESPONSE TO UNITHOLDERS' VOTE AT SPECIAL MEETING HELD JANUARY 11,2011 Results of Special Meeting confirmed SANDUSKY, OHIO, January 24, 2011 – Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced the appointment of C. Thomas (“Tom”) Harvie as non-executive, independent chairman of the Board of Directors, effective immediately. Harvie succeeds Dick Kinzel as the Company’s chairman. Kinzel voluntarily relinquished his chairman position in response to unitholders’ support of the proposal regarding the separation of the chairman and chief executive roles. Kinzel will remain as president and chief executive officer of Cedar Fair through the end of his contract on January 3, 2012. The proposal passed with approximately 54 percent of the vote at the Special Meeting of Unitholders, held on January 11, 2011, to consider two amendments to the partnership agreement as proposed by Q Funding III, L.P. and Q4 Funding, L.P. (“Q Investments”). Given the complexity of voting tabulation caused by the two distinct sets of proxy materials used in such special meetings, the results required a verification and reconciliation process by an independent inspector of elections. Harvie, who has served as an independent director of Cedar Fair since 2008, chairs the corporate governance committee and the CEO succession planning committee. Most recently, Harvie served as senior vice president, general counsel and secretary for The Goodyear Tire & Rubber Company. Harvie’s appointment is in line with the Board’s newly adopted policy, which requires the separation of the chairman and chief executive officer roles and states that the chairman of the Board will be independent of the Company. Harvie commented, “We believe today’s actions will help ensure a smooth and seamless leadership transition for Cedar Fair as it enters a new era of growth and sustained value creation for its unitholders. The Board recognizes the valuable leadership that Dick Kinzel has provided the Company during his years of service as Chairman and CEO, and appreciates his continued commitment to the Company. I look forward to serving in this strategic leadership and governance role as we complete the CEO succession planning transition process and continue to build on the Company’s strong 2010 performance.” The appointment of the non-executive, independent chairman will be reviewed by the Board on a periodic basis. As announced on December 6, 2010, the Board has retained Korn/Ferry International, one of the world’s leading executive recruiting firms, to assist in its ongoing CEO succession planning process, which is expected to be completed by the end of the second quarter of this year. The Company also announced that Proposal #2, which called for the amendment to the partnership agreement to require the payment of cash distributions to unitholders as a higher priority than reducing leverage and strengthening the Company’s balance sheet for the future, failed to receive the requisite number of votes required for approval by unitholders. Three of the four leading proxy advisory firms recommended that unitholders vote against the proposal. “The Board recognizes that unitholders have a vested and continuing interest in the payment of a sustainable and growing distribution,” said Kinzel. “The Company is – and always has been – deeply committed to the payment of a distribution to our unitholders. Consistent with that commitment, the Board has agreed to review the distribution strategy during the 2011 first quarter in combination with our 2010 full-year results. As part of that process, we will consider all options available under our current capital structure with respect to the payment of future distributions. As evidenced by the past 24 years the payment of a distribution is among the Board’s highest priorities.” The Company today filed an 8K with the Securities and Exchange Commission which sets forth the detail of the final voting results, as certified by the independent inspector of elections. The filing can be accessed via the SEC website at www.sec.gov. About Cedar Fair Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company’s northern region include two in Ohio: Cedar Point, consistently voted “Best Amusement Park in the World” in Amusement Today polls, and Kings Island; as well as Canada’s Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan’s Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott’s Berry Farm; California’s Great America; and Gilroy Gardens, which is managed under contract. Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted January 24, 2011 Share Posted January 24, 2011 I didn`t expect to see this released tonight. It is interesting that the separation of CEO and Chairman only passed with a 54% in favor vote. It should be noted that Kinzel`s compensation, per the SEC filing will NOT be changed to reflect his resignation of the Chairman of the Board position. Even more interesting, is that the measure for increased cash distributions had 49.33% in favor of larger distributions, which explains the strong wording about Cedar Fair looking at their distribution policy for 2011, based on the strong results for 2010. I wonder, if they have discussed this press release with Q before issuing it. Q had objections before about the closeness of the vote on this measure, and it certainly was a close vote. It will be interesting to see how the market reacts to this news tomorrow. And for the record, the voting break outs are outlined in the SEC filing, which can be found by going to Cedar Fair`s website. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 24, 2011 Author Share Posted January 24, 2011 Note especially that Mr. Harvie will NOT be employed by the general partner. I almost see this as addressing the form of Q's complaints, but not the substance. Put another way, is anyone different running Cedar Fair tomorrow than ran it yesterday? Really? Quote Link to comment Share on other sites More sharing options...
CoastersRZ Posted January 24, 2011 Share Posted January 24, 2011 Yeah, it kind of seems like they just shifted some titles around. I mean, Kinzel is still a member of the board, and Harvey was a member of the board before this vote. They just changed around the titles. Will Kinzel now have to report to Harvey? Or will Kinzel be a lame duck since he has less than a year left until he loses his title of CEO as well? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 24, 2011 Author Share Posted January 24, 2011 On paper, Mr. Kinzel now reports to Mr. Harvie. Mr. Kinzel now no longer has anywhere near the responsibility he had yesterday. And yet his pay went down not one nickel. We all should be so lucky. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 25, 2011 Author Share Posted January 25, 2011 Press takes: http://toledoblade.com/apps/pbcs.dll/article?AID=/20110124/BUSINESS03/110129748 http://www.sanduskyregister.com/sandusky/2011/jan/24/facing-pressure-stockholders-kinzel-resigns-chairman http://abcnews.go.com/Business/wireStory?id=12752382 Quote Link to comment Share on other sites More sharing options...
Guest PizzaBaby027 Posted January 25, 2011 Share Posted January 25, 2011 So he is still CEO right?!?! Quote Link to comment Share on other sites More sharing options...
TombRaiderFTW Posted January 25, 2011 Share Posted January 25, 2011 ^ Unless I'm mistaken, yes. He's basically just lost the power to okay his own plans in the board through the chairman position. Quote Link to comment Share on other sites More sharing options...
Dalefan Posted January 25, 2011 Share Posted January 25, 2011 I know full well that Cedar Fair wants to tell Q to kiss their butt. Lol. In one letter, they told them in a nice way to go somewhere. Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 25, 2011 Author Share Posted January 25, 2011 Yes, Mr. Kinzel is still President and CEO and a member of the Board of Directors, all but two of whom he was instrumental in choosing if he didn't handpick them. Meanwhile, a more complete review this morning: http://toledoblade.com/article/20110125/BUSINESS03/110129716/-1/BUSINESS07 Quote Link to comment Share on other sites More sharing options...
westcoaster Posted January 25, 2011 Share Posted January 25, 2011 Mr. Kinzel needs to stick up for the board, q has a missiio, rumor or not to merge with Six flags that would be disastrious. Would hate ki and knotts and cedar to be owned by them . Wish Hershend (dollywood) would buy some of the big parks, or a independent with the big pockets. Kings Island has a lots of history, hope Cedar Fair and the board don't destroy it. Quote Link to comment Share on other sites More sharing options...
Outdoor Man Posted January 25, 2011 Share Posted January 25, 2011 On paper, Mr. Kinzel now reports to Mr. Harvie. Mr. Kinzel now no longer has anywhere near the responsibility he had yesterday. And yet his pay went down not one nickel. We all should be so lucky. i thought everyone got that deal.... you don't? Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 25, 2011 Author Share Posted January 25, 2011 By the way, if your source of amusement park information is Screamscape, there is still not a word of Mr. Kinzel's change in employment...not a peep. Quote Link to comment Share on other sites More sharing options...
pkiboy Posted January 25, 2011 Share Posted January 25, 2011 By the way, if your source of amusement park information is Screamscape, there is still not a word of Mr. Kinzel's change in employment...not a peep. I saw that . Quote Link to comment Share on other sites More sharing options...
The Interpreter Posted January 25, 2011 Author Share Posted January 25, 2011 I anxiously await his interpretation of what this event means to the industry. I always find his divinations....amusing, or should I say fun? Quote Link to comment Share on other sites More sharing options...
pkiboy Posted January 25, 2011 Share Posted January 25, 2011 To bad that the roll of Nickels that I opend today at work wern't for Mr. Kinzel. Quote Link to comment Share on other sites More sharing options...
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