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 | |