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Hearing calls for change, Kinzel resigns

Tom Jackson • Jan 25, 2011 at 3:10 PM

Dick Kinzel is out as board chairman at Cedar Fair, though he’ll stay on for nearly a year as CEO and president.

Kinzel, 70, resigned as chairman after unitholders voted in favor of Cedar Fair naming a new chairman.

The company announced the move Monday. Replacing Kinzel as chairman, the board chose C. Thomas “Tom” Harvie, who had already been serving as a Cedar Fair board member.

The board also said it will take another look at its cash Unitholders at a Jan. 11 special meeting at BGSU Firelands voted on two proposals forwarded by Q Investments, a Texas hedge fund.

One proposal asked the company to name a new chairman “who is not, and never has been, an officer of the General Partner and its affiliates.”

The other proposal asked the company to make cash distributions a higher priority than paying off Cedar Fair’s debt.

Cedar Fair confirmed Monday that the proposal to separate the roles of chairman and CEO were approved.

The cash-distribution proposal failed narrowly, but only because many investors didn’t vote.

Q Investments didn’t immediately respond Monday when asked if the company’s representatives were satisfied with Cedar Fair’s changes.

Kinzel’s contract as CEO, meanwhile, keeps him in that post until Jan. 3, 2012, when he retires.

The board is still searching for a replacement, though it said Monday it expects to name a new CEO by June. The incoming boss will then work with Kinzel until taking over next year.

The board said it has adopted the new policy requiring the chairman and CEO jobs to be separate.

“The appointment of a non-executive, independent chairman will be reviewed by the Board on an independent basis,” the board said.

In an SEC filing, Cedar Fair revealed Monday that about 54 percent of investors who voted were in favor of naming a new chairman. Only 12.6 percent voted against the proposal, while 0.28 percent abstained.

Votes were not cast for about one-third of the units. For approval, the proposal had to receive a majority of all potentially eligible votes.

The second question, to hike cash dividends, received about 49 percent “Yes” votes and 17 percent “No,” while 0.45 percent abstained. The board had asked unitholders to vote against both proposals.

Kinzel said the company will take another look at its cash distribution policies. It had planned to pay about 36 cents per unit in 2011 and then ramp up the distribution in 2012 and later years as debt was paid off.

“The board has agreed to review the distribution strategy during the 2011 first quarter in combination with our 2010 full-year results,” Kinzel said. “As part of that process, we will consider all options available under our current capital structure with respect to the payment of future distributions.”

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