Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2009 Annual Meeting (the "Annual Meeting") of the stockholders of Wind River Systems, Inc. ("Wind River" or the "Company") held on June 18, 2009, the Company's stockholders approved amendments to Wind River's 2005 Equity Incentive Plan (the "Plan") (i) to increase the aggregate number of shares of Wind River's Common Stock authorized and reserved for issuance under the Plan by 3,600,000 shares; (ii) to permit awards granted under the Plan to continue to qualify as deductible "performance based compensation" within the meaning of Internal Revenue Code Section 162(m); and (iii) to revise the permissible performance goals and annual share limits applicable to certain Plan awards intended to qualify as deductible "performance based compensation" within the meaning of Internal Revenue Code Section 162(m).

Item 8.01 Other Events.

At the Annual Meeting, the Company's stockholders re-elected 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 - 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 ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2010.

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