8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2008

WIND RIVER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33061	94-2873391
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500 Wind River Way, Alameda, California 94501

(Address of principal executive offices, including zip code)

(510) 748-4100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

2008 Annual Meeting of Stockholders

At the 2008 Annual Meeting (the “Annual Meeting”) of the stockholders of Wind River Systems, Inc. (“Wind River” or the “Company”) held on June 12, 2008, each of the nominees to the Company’s Board of Directors standing for re-election at the Annual Meeting – John C. Bolger, Jerry L. Fiddler, Narendra K. Gupta, Grant M. Inman, Harvey C. Jones, Kenneth R. Klein and Standish H. O’Grady – was re-elected to serve on the Board until the next annual meeting of stockholders and/or until his successor is duly elected and qualified.

At the Annual Meeting, the Company’s stockholders also ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2009.

Authorization of Share Repurchase Program

On June 17, 2008, Wind River Systems, Inc. issued a press release announcing that its Board of Directors authorized an additional $50 million share repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Text of press release issued by Wind River Systems, Inc., dated June 17, 2008

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.

Dated: June 17, 2008	WIND RIVER SYSTEMS, INC.
	By:	/s/ Ian R. Halifax
		Ian R. Halifax
		Senior Vice President of Finance and
		Administration, Chief Financial Officer and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Text of press release issued by Wind River Systems, Inc., dated June 17, 2008

EX-99.1

Exhibit 99.1

CONTACT:

Anne Marie McCauley, Vice President, Investor Relations

510-749-2551

annemarie.mccauley@windriver.com

Wind River Authorizes Additional $50 Million Share Repurchase Program

Alameda, CA – June 17, 2008 – Wind River Systems, Inc. (NASDAQ: WIND), the global leader in Device Software Optimization (DSO), today announced its Board of Directors has approved a further $50 million share repurchase program. Under a $50 million share repurchase program announced in April 2008, Wind River has purchased approximately 4.2 million shares for a total of approximately $35 million. This previously announced program has a remaining balance of $15 million, bringing the current total authorized amount for share repurchases to $65 million. Since the beginning of fiscal year 2009, the company has purchased approximately 10.9 million shares for a total cost of approximately $85 million.

Under the new share repurchase program, Wind River may repurchase shares from time to time at management’s discretion in accordance with applicable securities laws in the open market or in privately negotiated transactions. Repurchases will depend upon market conditions and other factors, and repurchases may be commenced or suspended from time to time at Wind River’s discretion without prior notice. For all or a portion of the authorized repurchase amount, Wind River may enter into a plan that is compliant with Rule 10b5-1 under the Securities Exchange Act of 1934.

About Wind River

Wind River is the global leader in Device Software Optimization (DSO). Wind River enables companies to develop, run, and manage device software faster, better, at lower cost, and more reliably. Wind River platforms are pre-integrated, fully standardized, enterprise-wide development solutions. They reduce effort, cost and risk, and optimize quality and reliability at all phases of the device software development process, from concept to deployed product.

Founded in 1981, Wind River is headquartered in Alameda, California, with operations worldwide. To learn more, visit Wind River at http://www.windriver.com or call 1-800-872-4977.

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The Wind River logo is a trademark of Wind River Systems, Inc., and Wind River is a registered trademark of Wind River Systems. Other marks used herein are the property of the respective owners.