WHEREAS: The Company’s policy positions, advocacy, partnerships and charitable giving on significant social policy and political matters should not alienate consumers, decrease sales, or diminish shareholder value. The Company takes public and politically divisive positions over issues of significant social policy concern, including generating a backlash for “funding an organization that promotes child mutilation”1 and “indoctrinate[ing] babies into LGBTQ culture with ‘Happy Pride’ onesies.” According to 1792 Exchange, which has given Kohl’s a “high risk” rating for taking controversial positions on ideological issues, the Company does not protect employees based on viewpoint and even “fired an employee after they opposed a ‘racial equity’ clothing line (Kohl’s apparently settled the subsequent lawsuit in 2021). The Company also has a 100 percent rating on the Human Rights Campaign’s (HRC) “Corporate Equality Index.”5 Earning that score arguably requires spending shareholder assets to embrace highly partisan positions on hot-button issues, such as supporting legislation that eliminates religious liberties and discriminates against girls and women while opposing legislation to protect children from adult materials. In his 2021 book The Dictatorship of Woke Capital, Stephen Soukup describes HRC as “influencing businesses by employing a ‘soothsayer’s trick’” that boils down to increasing the radicalization of businesses by way of a strategy to “simply keep moving the goalposts.” According to the Claremont Institute’s BLM (Black Lives Matter) Funding Database, Kohl’s has contributed $1,000,000 to the BLM movement and related causes since 2020.7 These causes have been accused of squandering assets8 and supporting racism and antisemitism and highly divisive and dangerous programs such as police-defunding and “anti-racist” racial discrimination. The Company has also donated $100,000 to the Trevor Project,10 an organization that supports “gender affirming care”11 that critics have argued translates into advocating for dangerous puberty blockers and genital mutilation for children.12 Trevor Project has also been accused of facilitating the hiding of gender confusion problems from parents.